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LEGISLATIVE ASSEMBLY-REPUBLIC OF EL SALVADOR ____________________________________________________________________
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DECREE NO 641
THE LEGISLATIVE ASSEMBLY OF THE REPUBLIC OF EL SALVADOR,
CONSIDERING:
I. That by Legislative Decree No. 671 dated May 8, 1970, published in Official Journal No. 140, Volume No. 228 of July 31 of the same year, the Code of Commerce was issued.
II. To promote the economic development of the country, the State assumes the establishment of regulations that facilitate the performance of productive activities generating jobs and growth, for the benefit of all the inhabitants of the country.
III. That the state institutions are responsible for such activities, must function according to the prevailing needs and avoid that bureaucratic mechanisms hinder their development; therefore, it is necessary to establish minimum procedures, brief and simple, enabling and facilitating the creation and establishment of new enterprises, their development and closure, as well as the fulfillment of the professional obligations of merchants.
IV. That in order to achieve the objectives that arise, it is necessary to introduce the relevant reforms to the Code of Commerce.
BY TANTO,
in use of its constitutional powers and on the initiative of the President of the Republic, through the Minister of Economy,
DECRETA the following:
REFORMS TO THE CODE OF COMMERCE
Art. 1.-Reform Art. 15, as follows:
" Art. 15.-They are not subject to compliance with the professional obligations contained in the Second Book which this Code imposes, the individual traders and industrialists in small whose assets are less than twelve thousand dollars from the United States of America. America. They shall comply only with that contained in the Roman IV of Art. 411 of this same Code. "
Art. 2.-Replace Art. 21, by the following:
" Art. 21. Companies are constituted, modified, transformed, merged and liquidated by public deed. "
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Art. 3.-Substitute in Art. 22, Romans II and III, for the following:
" II. Domicile of the company that is constituted, with the expression of the municipality and department to which it belongs.
III. Legal nature. '
Art. 4.-Replace Art. 23, by the following:
"Art. 23.-The statutes of the company shall develop the rights and obligations that exist between it and its partners, based on the clauses of the social pact and shall not be able to contradict them in any.
It is for the extraordinary general meeting of the company to decree the statutes, and must appear in full in the minutes of the session in which they were approved.
A certification of the minutes of the session in which they are approved and The statutes must be deposited in the Register of Commerce.
A copy of the statutes must be submitted to each partner, which may be reproduced by any means and in which the number of the deposit must appear in the Register of Commerce. '
Art. 5.-Reform Art. 24, as follows:
" Art. 24.-The documents of incorporation, modification, transformation, merger and liquidation of companies shall be entered in the Register of Commerce, as well as the certifications of the executed judgments containing dissolution or liquidation of a society. "
Art. 6.-Substitute in Art. 30, its fourth indent, by the following:
" The agreement to increase social capital shall be published once in a national circulation journal and in the Official Journal. The agreement on the reduction of social capital shall be published in accordance with Article 486 of this Code. Both agreements shall be communicated to the Office exercising the supervision of the State. "
Art. 7.-Replace Art. 40, by the following:
" Art. 40.-All societies shall bear the following books:
I. Book of Acts of the General Boards, in which the agreements adopted in the respective sessions will be settled.
II. Book of Acts of the Boards of Directors or Boards of Directors, according to the nature of the company and the administration regime adopted or regulated by this Code.
III. Shareholders 'or Shareholders' Record book, according to the nature of the company.
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IV. Book of Registration of Augments and Slows of Social Capital, when the adopted regime is that of variable capital.
The books will be legalized by public accountants or by the Trade Registry. "
Art. 8.-Substitute in Art. 44, its first paragraph, by the following:
" Art. 44.-In the societies of persons, the personal quality of the members is the essential condition of the will to associate, except in the limited liability company, in which they may also participate in their constituent act or in the new partners, other national or foreign commercial companies. "
Art. 9.-Reform in Art. 63, the first and third points, as follows:
" Art. 63.-Dissolution is not automatic. Consequently, the grounds for dissolution referred to in this Code do not in themselves end the existence of the company until the dissolution by the partners is agreed or recognized, in general meeting, or judgment is delivered by declaring the dissolution. "
"The dissolution agreement and the execution of the judgment, if any, shall be entered in the Register of Commerce and shall have its effect from the date of its registration."
Art. 10.-Substitute in Art. 64, the first and second points, for the following:
" Art. 64.-The dissolution agreement shall be published in advance of its registration, for once in a national circulation journal and in the Official Journal.
Translate thirty days from the publication in the Official Journal, without being present opposition, register in the Register of Commerce and the society will be dissolved without further processing. "
Art. 11.-Addition to Art. 66, a paragraph, as follows:
"The arbitral procedure referred to in this Article shall be dealt with in accordance with the provisions of the Law on Mediation, Conciliation and Arbitration."
Art. 12.-Replace Art. 103, by the following:
" Art. 103.-The social capital cannot be less than two thousand dollars from the United States of America; it will be divided into social participations that may be of different value and category, but in any case they will be of a dollar or a multiple of one. No industrial contribution is allowed. "
Art. 13.-Substitute in Art. 106, the first and second points, for the following:
" Art. 106.-When the company is established, the share capital must be fully subscribed. At least five per cent of the value of each social participation must be displayed. The social pact shall establish the manner and time limit in which the insolute part of the subscribed capital must be paid, which may not exceed one year from the date of registration of the writing of the constitution in the Register of Commerce,
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unless the subscribed capital is greater than one hundred thousand dollars, in which case the period shall be Five years.
Cash payment must be credited to the Notary that authorizes social writing by certified check or cashier or management check, waged against a bank authorized by the Superintendence of the Financial System to operate in the country. The Notary will relate the data identifying the check in the instrument. "
Art. 14.-Replace Art. 109, by the following:
" Art. 109.-Social interests are divisible, provided that the provisions of Articles 50 and 103 of this Code are complied with. "
Art. 15.-Replace Art. 111, by the following:
" Art. 111.-Social writing must be registered in the Register of Commerce. The lack of registration makes the partners engage with respect to third parties in solidarity and unlimited liability, without prejudice to the provisions of Art. 353 of this Code. "
Art. 16.-Replace Art. 120, by the following:
" Art. 120.-Every partner has the right to participate in the meetings and has one vote for each dollar in the United States of America for his contribution, except for what the social pact establishes on privileged interests. "
Art. 17.-Replace Art. 129, by the following:
" Art. 129.-The shares shall be of a nominal value of a dollar of the United States of America or whole multiples of one. "
Art. 18.-Addition to Art. 134, two points, as follows:
" The representative titles referred to in the preceding paragraph shall be valid for a maximum of one year from the date of their issue and after the date of issue, the administrators of the company will have the obligation to redeem them for definitive securities in favor of the shareholders who appear registered as such in the respective Book of Registration.
The administrators who contravene the obligation of the preceding paragraph, be personally and jointly liable for the damage caused to the shareholders. "
Art. 19.-Additional to Art. 149, four points, as follows:
" In cases of reduction or increase in social capital, the new amount of the share capital must be incorporated into the securities, as well as the number of shares that for such purposes
If the reduction or increase in social capital is decreed under the variable capital regime, the date of the agreement of the respective General Meeting, with the designation of the number
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of minutes and point on the record.
If the reduction or increase in social capital is Under the fixed capital regime, the date of the respective public deed of modification, the name of the notary that authorized it and the data of the registration in the Trade Register, must be added to the titles.
For the incorporation of amendments to the text of the titles to be carried out under the circumstances In the three preceding paragraphs, the rules laid down in Article 151 must be observed. "
Art. 20.-Substitute in Art. 176, its first paragraph, by the following:
" Art. 176.-The capital increase agreement must be published for once in a national circulation journal and in the Official Journal, if the circumstances mentioned in the second paragraph of Art. 177 are not given and for the sole purpose of guaranteeing the right (a) a preferential subscription to the rules of Art. 157. '
Art. 21.-Substitute in Art. 177, its second indent, by the following:
" If all shareholders are present at the general meeting that agrees to the increase and will fully subscribe to the new shares, the deed may be granted immediately, without further processing, the circumstances indicated in Arts 178 and 179, in accordance with the form of payment of the contributions agreed by the general meeting. "
Art. 22.-Addition to Art. 178, two points, as follows:
" In case the increase of the agreed social capital makes the modification of the social pact necessary, the contributions in cash will be made in the manner foreseen in Art. 195, relating the notary the documentation referred to in that provision in the respective modification instrument.
If the capital increase has been agreed to be made by any means other than the cash contribution, the capital increase shall express the means used to form and pay the capital increase decreed, the number of new shares issued, where appropriate, as well as the amount of shares corresponding to each shareholder, with an indication of the percentage of participation in the new share capital. The external auditor of the company shall certify those circumstances and the notary authoritator of the respective modification deed, shall relate the certification, and must add it to the file of annexes of its protocol. "
Art. 23.-Be replaced in Art. 179, the first and third points, and add two new incites, as well:
" Art. 179.-The capital increase may be entered until the subscribers of the new shares have paid twenty-five per cent of the amount of the new shares, or the higher percentage than the social deed determines, or their amount total, if they are to be paid in kind. "
" In fixed capital companies, payments in kind shall be made in the manner provided for in Article 196. The transfer of the goods shall be recorded in the same instrument of the modification, which
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will be entered in any case in the Register of Commerce and in the Registry of the Root Property Mortgages, where the transfer falls on immovable property. '
" In companies subject to the variable capital regime, in-kind payments will be made when the transfer contracts are formalized.
In any event, only twenty-five have been paid for social capital increase. (a) a percentage of the respective amount or the percentage of the amount which the social deed determines, the capital of which shall be fully paid within one year from the date on which the capital increase has been entered in the Register of Commerce, if the company is of fixed capital, or as of the date of the increase agreement of the general meeting of shareholders, if the company is of variable capital. "
Art. 24.-Replace Art. 188, by the following:
" Art. 188.-Dissolution will not be automatic. The first four cases of dissolution referred to in the previous Article shall be recognised by the shareholders in general meeting. The certification of the dissolution agreement shall be entered in the Register of Commerce and shall have effect from the date of registration. "
Art. 25.-Substitute in Art. 189, its second indent, by the following:
" Prior to the ruling of the judicial judgment that decrees the dissolution, the judge shall request a report from the tax administration on the state of solvency and the Trade, on the fulfilment of the professional obligations of the trader of the company, which will be rendered within a third working day from the next of its receipt. The judge shall give the judgment declaring the company dissolved, however the reports shall reflect outstanding obligations, and shall subsequently be given in the act of swearing in of the respective liquidators or liquidators, such obligations for the purposes of settlement. The certification of the executing judicial judgment that decrees the dissolution shall be entered in the Register of Commerce and shall have effect from the date of its registration. "
Art. 26.-Replace Art. 192, by the following:
" Art. 192. To proceed with the formation of a public limited company, it is required:
I. May the share capital not be less than two thousand dollars from the United States of America and be fully subscribed.
II. To pay in cash, at least, five percent of the value of each action payable in numerary.
III. That the value of each action is fully satisfied, when its payment is to be made in whole or in part, with goods other than money. "
Art. 27.-Replace in Art. 194, Roman II and add the Roman IX, as well as a new paragraph, as follows:
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" II-The manner and time limit in which the insolute part of the subscribed capital shall be paid, which shall not may exceed one year from the date of registration of the deed of incorporation in the Register of Commerce. "
"IX-The full name, profession or trade, domicile and nationality of the persons who will occupy the office of the administrative organ."
"The omission of the foregoing in this article, produces nullity of the writing, with the exception of the contents in Romans V, VI, VII and VIII, whose omission will result in the application of the relevant provisions of this Code."
Art. 28.-Replace Art. 195, by the following:
" Art. 195.-In cases of simultaneous foundation, cash contributions shall be made by means of a certified check or check of cash or management, delivered against a bank authorized by the Superintendence of the Financial System to operate in the country. "
Art. 29.-Substitute in Art. 223, Romans I, II, III and IV by the following:
" I-The memory of the board or the single administrator, the balance sheet, the statement of results, the state of changes in the assets, and the report of the external auditor, in order to approve or test the first four and take the necessary measures.
II-The appointment and removal of the administrators and the external auditors and the tax authorities, if any.
appointments of the administrators and the external auditors and the public prosecutor, the secretary of the ordinary general meeting, to issue the certificate of the respective act, must expressly state the acceptance of the elect in those positions.
In any case, the certificates of the minutes in which the administrators are appointed or a removal of the administrators or of the external and tax auditors, must be entered in the Register of Commerce, within ten working days, counted from the date of the respective agreement.
III-The emoluments corresponding to the administrators and the external and fiscal auditors, when they have not been fixed in the social pact.
IV-The application of results. "
Art. 30.-Substitute in Art. 246, the second paragraph, by the following:
" When the record cannot be settled in the respective book, the session development will settle in a notary's protocol book, leaving the cause that has been the seat in the book of the society. The notary shall witness accordingly, the general meeting, having to relate the certification of the external auditor in which the quality of the shareholder or representative of shares of each of the compared, with the designation of the percentage of actions that
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correspond to or represent. The notary must also satisfy itself, the legality of the calls; that at least the minimum of voting shares indicated by this Code for the valid installation of the general meeting in question are present or represented; make an accurate relationship of the items contained in the agenda and of the agreements that have been adopted, with the expression of the percentages of actions present that the law requires to have the resolutions valid. "
Art. 31.-Replace Art. 255, by the following:
" Art. 255.-The directors shall exercise their positions for fixed time, unless the appointment agreed by the ordinary general meeting is revoked; the period of the financial year shall be determined by the social pact, not being greater than seven years. Unless there is an express agreement, the directors will be re-eligible. "
Art. 32.-Replace Art. 258, by the following:
" Art. 258.-The Board of Directors shall hold a valid session with the assistance of the majority of its members and shall take its resolutions by a majority of the votes of those present.
However, the board sessions may be held through of video conferences, when some or some of its members or most of them are located in different places, inside or outside the territory of the Republic.
For the purposes of the previous paragraph, it will be the responsibility of the director Secretary record by any means the technology allows, video conferencing and make a the literal transcription of the agreements taken, which shall settle in the corresponding record book, and must sign the respective act and send a copy thereof, by any transmission system, to all the members of the board of directors, who may also require a copy of the respective recording.
In the case of social writing it may be provided that each of the directors or several of them corresponds to certain privileges, provided that the limit of their faculties. '
Art. 33.-Replace Art. 260, by the following:
" Art. 260.-The judicial and extrajudicial representation and the use of the social signature correspond to the sole director or the chairman of the board of directors, if any. The social pact can entrust these powers to any of the directors it determines or to a manager appointed by the board.
The judicial representation of the company may also fall on that person who names the The sole director or the board of directors, if any, must be conferred on a person with the authority to exercise the procuratorate and for the same period of the organ as the name. This representation shall have no more limits than those entered in the respective credential, and the corresponding appointment must be entered in the Register of Commerce for purposes against third parties. "
Art. 34.-Replace Art. 264, by the following:
" Art. 264.-The general meeting, when choosing the administrator or administrators of the company, is obliged to appoint at least one alternate administrator, unless the social pact requires a number
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greater.
To fill the temporary or final vacancies of any of the owner managers, it will be called by the respective administrative body, the only elected alternate or any of the alternates who have been elected by the general meeting, regardless of the order of their appointment or the owner of the owner to whom they will replace.
In any event, the right conferred in the previous article must be respected, the minority of shareholders representing at least one Twenty-five percent of the share capital, who will therefore appoint the respective alternates.
If the vacancy is temporary, the call of the alternate to cover it must be recorded in the minutes, the certification of which will be submitted to the registration in the Register of Commerce and will be valid until the same record of the reinstatement of the replaced owner-owner.
When the vacancies are final, the above rules will be provisional, and the general meeting, in its next session, will definitely designate the substitutes. Notwithstanding the foregoing, the Chief Secretary shall issue a certificate of the agreement in which the form as the Board of Directors has been restructured, which shall be entered in the Register of Commerce. "
Art. 35.-Addition to Art. 265, two new points, as follows:
" Notwithstanding the foregoing paragraph, the Ordinary General Meeting shall have the obligation to make the new appointment of its administrators, at the latest within the time limit. six months of the expiration of the term of office of the former administrators.
The failure to comply with this obligation will cause the members or shareholders to face third parties in personal, solidarity and unlimited liability for the obligations that the company contracts with them. "
Art. 36.-Replace Art. 268, by the following:
" Art. 268.-The resignation of the post of administrator shall have its effects without the need for acceptance, from the date on which a copy of the same certified by notary is entered in the Register of Commerce. The directors shall present it to the board of directors and the sole administrator to the respective alternate and vice versa. "
Art. 37.-Substitute in Art. 269, its first paragraph, by the following:
" Art. 269.-The social pact shall determine the form of convocation of the board of directors, the place and frequency of the meeting, the requirements for the lifting of the minutes and the other details of its operation, all without prejudice to the provisions of the in Art. 258. "
Art. 38.-Add to Art. 272, a paragraph, as follows:
"The exercise of the judicial mandate does not require prior registration in the Register of Commerce, except for proceedings before that office."
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Art. 39.-Replace Art. 283, by the following:
" Art. 283.-The balance sheet, the statement of results and the state of changes in the assets must be completed within three months of the end of the social year; it shall be the responsibility of the single administrator or the board of directors. and shall be delivered to the external auditor with the supporting documents supporting them, no later than immediately after the end of the period specified. '
Art. 40.-Substitute in Art. 286, its final point, by the following:
" Once the balance sheet, the statements of results and changes in the patrimony, certified by the auditor, are approved, accompanied by the certification of the approval of the general meeting, must be deposited in the Register of Commerce to take effect against third parties. Any public or private institution that requires the display of the aforementioned financial statements shall require the filing of the deposits. Except for compliance with this provision to the Ministry of Finance, only for the purposes of the filing of income tax returns, may require for these effects duly audited financial statements, without prejudice to the fact that they are subsequently required to be placed on the register of trade within their supervisory powers. "
Art. 41.-Reform in Art. 326, its third indent and add a fourth indent, as follows:
" To whom the appointment of liquidators is appropriate, it shall also have competence to set the time limit for the practice of the settlement, which may not exceed two years.
When the settlement period has been agreed for a period of less than two years, it may be extended until the maximum period specified above. It shall be for the general meeting to agree on the respective extensions. Such agreements shall be entered in the Register of Commerce. "
Art. 42.-Replace Art. 328, by the following:
" Art. 328.-In the absence of a provision of the social pact, the appointment of liquidators shall be made by agreement of the partners and in the same act in which the dissolution is agreed or recognized.
If for any reason the appointment of the liquidators is not In the terms set forth in the foregoing paragraph, the judicial authority shall, at the request of any partner or of the Office of the Prosecutor General of the Republic.
In cases where the company dissolves by virtue of its judgment, the designation of the liquidators will be made by the judge within the fifteen days following that in which the judgment is final and in the act of the swearing-in of the liquidators must observe the provisions of Art. 189 of this Code. "
Art. 43.-Substitute in Art. 332, Romans II, V and VI, for the following:
" II-Charge what is owed to society and pay what it owes, taking into account the
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tax obligations and those arising from the fulfilment of its merchant obligations. "
" V-Deposit in the Trade Register the final balance sheet, once approved by the general meeting of shareholders. This balance sheet shall be published on the official organ of the Register of Commerce for the purposes of material publicity. '
"VI-Liquidate each partner their participation in the social haber."
Art. 44. -Replace Art. 337, by the following:
" Art. 337.-In the same general meeting of shareholders in which the final balance is approved, the liquidators may proceed to make the payments that correspond to those shareholders present or represented.
When the shares to be the payments referred to in the preceding paragraph shall be made in favour of the last shareholder registered as such in the corresponding registration book, without immediately cancelling the registration, all without prejudice to the liability of the shareholder to whom the shares have been settled; against third parties in good faith to those who have transferred the respective securities to the settlement in advance of the liquidation.
Notwithstanding the foregoing, if the book of shareholders ' registration has been recorded as affect the shares and the liens which have been placed on them, the liquidators will proceed as follows:
I-In case of existence of levies on the shares, the sums that will result in favour of the shareholder as a product of the settlement, shall be deposited in a court with jurisdiction in commercial matters, the shareholder's favour. The judge shall, within the third day of the entry to the secured creditor, make sure that the guaranteed obligation exists, in which case it shall deliver the quantities entered, as a necessary deposit, if the the principal obligation is not yet enforceable, and as a payment, if it is an overdue obligation. If the creditor does not verify the existence of the obligation, the judge shall immediately lapse the charge on the shares and make delivery of the sums entered into the shareholder.
II-When the shares are affected by (a) lien, the sums which would be in favour of the shareholder as a result of the liquidation, shall be made available to the court which has ordered the sequestration of the securities.
Where the shares to be settled are the bearer, the payments to which refers to the first paragraph of this article, only to be done against the delivery of the titles. '
Art. 45.-Substitute in Art. 338, its first paragraph, by the following:
" Art. 338.-The sums belonging to the shareholders and which are not possible to be paid at the general meeting which approves the final balance sheet, in the manner set out in the preceding article, shall be deposited in a banking institution, to the order of the a shareholder, if the action is a nominative, or of the person who holds the title, if he is the bearer, for the purpose of which his number shall be indicated. This repository should be performed
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within three business days from the date of the balance approval final. "
Art. 46.-Intercalese between Arts 338 and 339, Art. 338-A, as follows:
" Art. 338-A.-The payments or deposits referred to in Articles 337 and 338 of this Code shall be made by the liquidators to grant the public settlement deed and obtain their registration in the Register of Commerce. "
Art. 47.-Replace Art. 340, by the following:
" Art. 340.-The debts in favour of the company, whether civil, commercial, tax or any other type, which have not been charged during the period of the liquidation or any of its extensions, shall be settled in favour of the shareholders or members, by means of the transfer of personal rights or the transfer of litigation rights, as the case may be; the disposals shall be made as a payment in proportion to the part that corresponds to each shareholder or shareholder in the social case. Furthermore, the sale of the assets of the company which have not been held during the period of the liquidation or any of its extensions shall be settled in favour of the shareholders or members by means of payment in proportion to the part of the that each shareholder or shareholder corresponds to him in the case of social. In the case of transfers of rights, as well as in the payment of goods, the liquidators shall be responsible for carrying out the tradition of the domain representing the company.
The notification of the transfer of credit referred to in the above, it may be made by publication in extract of the transfer for one time in two national circulation newspapers. The social documents, the books and the papers of the company, shall be deposited in a bank institution or in the person appointed by the majority of the members; the deposit shall last ten years. If the designation is not made, they shall be deposited at the place which the competent Judge designates.
If the settlement has been judicial, the deposit shall always be made at the place the competent Judge designates.
In case of charges existing in favour of liquidated companies, the person concerned may request the cancellation of the registration to the Office exercising the supervision of the State, which shall publish an extract of the application for once in two national circulation papers, at the expense of the person concerned After 15 days after the publication, without any opposition, the Office exercising the supervision of the State shall grant the necessary documents to cancel the corresponding charge. "
Art. 48.-Addition to Art. 342, a new paragraph, as follows:
" The Registry of Commerce shall communicate, through its own office, the registration of the liquidation of any company, to any institution which by the nature of the activities of the companies in the settled company, have granted operating authorisations, in order to cancel the corresponding records. '
Art. 49.-Add in the First Book, Title II, Chapter XI, Art. 342-A, as follows:
" Art. 342-A.-The extraordinary general meeting of a settlement company may revoke the
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previously adopted dissolution agreement, provided that the causation invoked for the same has has been closed or has been remedied, as appropriate, and that the period of the liquidation or any of its extensions has not been completed.
Enrolled the agreement of revocation of dissolution in the Register of Commerce, the normalized society may initiate further operations, with the termination of the liquidators ' duties; shall return to the general meeting of the company or to the person whom they appoint, all the goods in existence at the time of the adoption of the previous agreement, as well as the books and documents of the company, as provided for in Article 331.
The provisions of this Article shall not apply, in the case of dissolution and forced liquidation, unless authorised by the competent court, at the request of an interested party. ".
Art. 50.-Reform in Art. 358, the literal d), as follows:
" d) The social capital sufficient to perform its social activities, whose income will be checked with the foreign investment register, which for this purpose carries the Ministry of Economy. "
Art. 51.-Substitute in Art. 411, Romans I and III, for the following:
" I. Register your business and register your premises, agencies or branches. "
" III. Deposit the balance sheet of your company, the income statement and the exchange of assets in the balance sheet each year in the Trade Register, together with the opinion of the auditor and his/her respective annexes; and comply with the other requirements of commercial advertising which the law establishes. "
Art. 52.-Replace Art. 412, by the following:
" Art. 412.-The Trade Matriculation that regulates this Code is that of a company, which will be of permanent character, will be in charge of the Registry of Commerce and will be carried in special registers in any way that the technique indicates. The registration of a commercial enterprise shall constitute the single registration of undertakings. "
Art. 53.-Replace Art. 414, by the following:
" Art. 414.-The trader, even if he carries out different business activities, may develop them under a single undertaking; but if the company has several premises, agencies or branches, it must register each of them in the Register of Commerce. "
Art. 54.-Replace Art. 415, by the following:
" Art. 415.-The individual trader must register his business company by application which he will submit to the Register of Commerce, with the information and other requirements that the Trade Registration Law and its respective Regulations indicate.
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The merchant company of any social merchant will be registered immediately after being registered in the Register of Commerce, for which it shall submit to that Register, in conjunction with the social pact, the corresponding application in accordance with the provisions of the preceding paragraph. "
Art. 55.-Substitute in Art. 416, its second indent, by the following:
"An extract from the seat of each registration shall be published on the official organ of the Register of Commerce for the sole purpose of information."
Art. 56.-Substitute in Art. 417, the second and third points, for the following:
" The transfer of a local, agency or branch shall be made in public deed, which shall be entered in the Register of Commerce, and the registration of such transfer in the company registration of the acquirer, cancelling the one corresponding to the trader.
The Registrar will send to the official organ of the Register of Commerce, for the only information effect, an extract the registration of the transfer of the company and of the local, agency or branch or only of the As the case may be, only for information purposes. "
Art. 57.-Reform in Art. 418, its first paragraph, as follows:
" Art. 418.-The record of registration extends the Registrar, shall be the only proof: (a) to establish its quality of merchant; and, (b) to check the ownership of the company. "
Art. 58.-Replace Art. 419, by the following:
" Art. 419.-No commercial company may operate without its respective registration.
At the request of the Registrar of Commerce, the premises, agencies or branches of the unregistered company shall be temporarily closed by the Judge of Peace of the place, after oral hearing conferred on the holder of the undertaking, while the holder does not obtain or renew the corresponding registration. Before the closure of the premises, agencies or branches, a maximum period of thirty working days shall be granted for the holder to obtain or renew the corresponding registration.
For the purposes of this article, the Registrar of Trade will free the Judge of Peace from the place where each one of the premises, agencies or branches are operating, expressing in the same the motive and legal basis of the application. "
Art. 59.-Substitute in Art. 420, the first paragraph, by the following:
" Art. 420.-The license plates must be renewed annually, at the time indicated in the Trade Registration Act. The renewal application shall be used to update the information provided by the Regulation of the Trade Registration Act with respect to its holder, the company and its premises, agencies or branches. "
Art. 60.-Be replaced in Art. 422, the first and the literals (d), (e) and (g), for the following:
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" Art. 422.-The temporary or definitive cancellation of the registration of the company, will be administratively ordered by the Registrar of Commerce or judicially by the Judge of the Mercantile, following the procedure established in the law, in the following Cases: "
" (d) By voluntary or judicial dissolution of the company, in which case the cancellation shall be temporary; and final, by voluntary or judicial liquidation of the company's business owner.
e) For the lack of renewal of the registration, if the holder ceased to elapse five months after the expiry of the period laid down in the Law. "
"g) For having declared the company's trading company null or irregular."
Art. 61.-Substitute in Art. 437, the first and third points, for the following:
" Art. 437.-Individual traders with assets of less than twelve thousand dollars from the United States of America shall keep the accounts by themselves or by persons of their appointment.
However, individual traders whose assets in It is equal to or greater than twelve thousand dollars and the social merchants in general, they are obliged to carry their accounting by means of accountants, legally authorized companies, bachelor of commerce and administration or holders of books, with qualifications recognised by the State, with the latter two having to prove their quality of form as set out in Art. 80 of the Tax Code Enforcement Regulation. "
Art. 62.-Substitute in Art. 441, its second indent, by the following:
" The balance sheet, the statement of results and the state of change in the assets of companies, must be certified by the authorized public accountant, and must be deposit in the Register of Commerce to take effect against third parties. Without their deposit, they will not do faith. The balance sheet, the statements of result and the change in the assets shall be accompanied by the opinion of the auditor and his annexes for the purposes of information on the consistency of the respective accounts. "
Art. 63.-Substitute in Art. 452, the first paragraph, by the following:
" Art. 452.-Individual traders whose assets in turn are less than twelve thousand dollars in the United States of America, will carry a book bound to settle separately expenses, purchases and sales, cash and credit. "
Art. 64.-Replace Art. 453, by the following:
" Art. 453.-The premises, agencies or branches belonging to the same trader, located in the same department, are considered to be one for the purposes of the mercantile twist referred to in this Code. "
Art. 65.-Reform in Art. 456, its first paragraph, as follows:
" Art. 456.-The Trade Registry is established, as an administrative office, dependent on the
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National Records Center, intended to ensure formal advertising of acts and contracts They may be required to do so in accordance with the law. The Trade Registry may have one or more offices, the location, number and territorial jurisdiction of which shall be set out in the Trade Registration Act Regulation. "
Art. 66.-Reform in Art. 457, in its second indent, Roman II, as follows:
"II.-Registration of premises, agencies or branches."
Art. 67.-Replace Art. 459, by the following:
" Art. 459.-In the balance sheet, the balance sheets for the financial year, the statements of results and the change in the assets shall be kept, together with the opinion of the auditor and its annexes, of those traders who are obliged to refer them to the Register of Trade. '
Art. 68.-Substitute Art. 464, for the following:
"Art.464.-Company registration and registration of premises, agencies or branches shall be settled in accordance with the provisions of Title I of this Book."
Art. 69.-Reform in Art. 465, Romans I and II, as follows:
" I. In the Register of Social Instruments: The scriptures of constitution, modification, transformation, merger and liquidation of companies, as well as the execution of the judgments or the certifications of the same ones that recognize the dissolution of the society or practice the liquidation of the same and the certificates of the points of the minutes, in the cases where they must be registered and the law does not point out another record to the effect.
II. In the Register of Powers, Appointments and Credentials: The powers that traders grant for commercial objects or those that the same merchants grant for other purposes, but which contain mercantile clauses, as well as the revocation of such powers; the appointments of factors or agents of trade; the credentials of directors, liquidators or managers and in general, administrators, external auditors and corporate prosecutors. '
Art. 70.-Replace Art. 466, by the following:
" Art. 466.-In the Register of Commerce, the following classes of seats shall be made in accordance with this Code and with the respective Regulations:
I-Presentation seats.
II-Provisional Inscriptions.
III-Inscriptions definitive.
IV-Marginal annotations.
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V-Preventive Annotations.
VI-Cancellations. "
Art. 71.-Replace Art. 472, by the following:
" Art. 472.-The qualification of the registrars from the legality of the documents, shall be understood as the effect of observing or denying the registration for legal reasons or admitting it and shall not prejudice the judgment that may be followed in the courts on the nullity of the same title. '
Art. 72.-Replace Art. 474, by the following:
" Art. 474.-Individual traders whose assets are equal to or greater than twelve thousand dollars of the United States of America, are required to deposit their balance sheets annually to the Trade Registry, duly signed by the owner or legal representative and the accountant, to be included in the Balances Register; and when the asset is equal to or greater than thirty-four thousand dollars, they must also be certified by auditor who meets the requirements established in Art. 290 of this Code.
Commercial companies and individual companies limited liability, are required to present their general balance sheets for the year to the Register of Trade for deposit, duly signed by the legal representative, the accountant and the external auditor, accompanying for the purposes of deposit in the same office, their respective states of results and change in the assets, together with the opinion of the auditor and its annexes. '
Art. 73.-Substitute in Art. 475, Roman VI, by the following:
"VI-Regarding the balance sheets with which the Balance of Balances is formed, in accordance with Articles 286 and 441 of this Code."
Art. 74.-Substitute in Art. 484, Roman II, by the following:
" II. The balance sheets of traders who have the obligation of depositaries. "
Art. 75.-Substitute in Art. 485, the first paragraph, by the following:
" Art. 485.-The social writings of constitution, modification, transformation, merger and liquidation, court judgments concerning the dissolution and liquidation of companies, as well as voluntary agreements for dissolution, the seats which are refer to individual limited liability companies, bond issues and cancellations of the seats in the Register, shall be published in extract only once, on the official organ of the Trade Registry. "
Art. 76.-Replace Art. 606, by the following:
" Art. 606.-The business capital of the individual limited liability company will be the one that freely agrees to make its headlines. "
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Art. 77.-Reform Art. 607, as follows:
" Art. 607.-Certificate of the Inventory, the holder will formalize the company by means of form provided by the Registry of Commerce to the interested person for free, for it to be completed inside or outside of said office. The form must contain:
I. Full name, age, profession or trade and address of the holder.
II. Holder's Tax Identification and Identity Document Number.
III. Name or name of the Company.
IV. Its purpose.
V. The main seat of its establishment, which will be the special address of the Holder for everything related to the business of the company, as well as the exact address of its commercial premises.
VI. The amount of the capital and the full inventory referred to in Art. 602, including the fact that it was certified by an external auditor.
VII. The relevant provisions concerning reserves and, where appropriate, additional guarantee quotas. "
Art. 78. Reform Art. 608, as follows:
" Art. 608.-The form mentioned in the previous article must be entered in the Register of Commerce and will have effects from its registration. As long as it is not verified, the holder will respond unlimitedly for the obligations that will be contracted.
The Trade Registry will be obliged to forward monthly to the Office that exercises the supervision of the State, a payroll of the registration of such forms with the relevant information. "
Art. 79.-Replace Art. 609, by the following:
" Art. 609.-The capital of the individual limited liability company may be increased or decreased.
The increase shall meet the requirements laid down in Arts 602, 603, 604 and 605; it shall be formalized by means of an increase in capital provided by the Registry of Commerce to the person concerned for free, to be completed in or out of that office and will have effects from its registration. This Register shall have the same obligation as the previous Article. The decrease will be subject to the provisions of the Arts. 182 and 183, with the modification that will be documented by means of form of decrease of capital provided by the Registry of Commerce to the interested person in free form, for it to be completed inside or outside the office. The reduction may not be effected if, as a result of it, the capital of the undertaking is reduced to less than a quarter of the capital paid. '
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Art. 80.-Reform Art. 610, as follows:
" Art. 610.-The inventory certified by external auditors, prior to the formation of an individual limited liability company, to the conversion of a commercial enterprise of unlimited liability to one of this class, or to the increase or decrease of the capital of the company, will be published once in a national circulation journal and in the Official Journal.
The creditors and any interested parties, as well as the Office of the Prosecutor General of the Republic, may object to the formation of the within 30 days of the publication in the Official Journal; any opposition shall be deemed to have been shall be in summary form; that of any creditor shall conclude in full for the payment of the respective credit.
The forms of constitution, increase or decrease of capital may not be granted until there has been after the period referred to in the preceding paragraph. '
Art. 81.-Reform Art. 614, as follows:
" Art. 614.-Where the assets of the individual company of limited liability or the additional guarantee fee are immovable and are included in the forms of organisation and inventories of the respective goods, the transfers of such assets The property must be formalized by public deed, in accordance with the rules of the common law and shall be entered in the Register of the Root and Mortgage Property and the original inscriptions shall be excluded. "
Art. 82.-Reform in Art. 616, Roman III, as follows:
" III. In the case of financial statements, Article 282 to 284; the final paragraph of Article 286; and Article 287, as appropriate. "
Art. 83.-Reform in Art. 619, the Roman III and the final paragraph, as follows:
" III-For the loss of half of the company's assets, or for a minor loss, if such assets are reduced to less than a quarter of the Social capital. This causal link shall not apply, when the holder reintegrates the loss by means of supplementary contributions, within the month following the date on which he became aware of it.
In the cases indicated in this article, the settlement be decreed by the judge, in summary judgment, at the request of any interested party or of the Office of the Prosecutor General of the Republic, or even of its own office. The liquidator shall be appointed by the Judge, who shall inform him of the time limit for concluding the same, which may not exceed the period laid down in Art. 326. "
Art. 84.-Addition to Art. 620, two points, as follows:
" The voluntary liquidation of these companies shall be subject to the verification of the state of solvency or tax authorization, in accordance with the provisions of the Tax Code.
In the forcible liquidation and prior to issuing the judgment of merit, the judge must request to inform the tax administration on the state of solvency and the Trade Registry, on the
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compliance with the business professional obligations of the company, which will be rendered within a third day of the day following the receipt of the receipt. The judge will give the judgment which decrees the liquidation state of the company, however the reports reflect outstanding obligations, and subsequently the act of swearing in of the respective liquidator, make this the warning on such obligations for the purposes of settlement. The certification of the executing judicial judgment which decrees the state of liquidation shall be entered in the Register of Commerce in a preventive manner and shall take effect from the date of its registration, adding to the name or name of the company the phrase "in liquidation". The settlement process shall be completed, the liquidator shall report to the judge of the case, who shall approve it definitively or shall make any observations which it considers relevant and shall order the company to be wound up, The Registry of Commerce shall be free to register for registration, who shall also cancel the entries of the acts of incorporation and amendment of the Register, if any. "
Transitional Provisions
Art. 85.-THE EXISTING COMMERCIAL COMPANIES WILL HAVE UNTIL SEPTEMBER 30, 2013 TO ADAPT THEIR SOCIAL PACTS, IN ACCORDANCE WITH THESE REFORMS, AND IN THE CASES THAT IS NECESSARY. THE RESPECTIVE AMENDMENTS MUST BE ENTERED IN THE TRADE REGISTER. (1) (2) (3) (4) (5) (6)
Both individual and social traders who have registered their company license plates, such as those still in the process, will be extended the new registration of their premises, agencies or branches as to the new registration from the year 2008, with only the submission of the respective application during the period of the renewal of its registration corresponding to that year, after payment of the corresponding rights.
Art. 86.-Companies formed before the validity of this Decree may adjust their share capital in accordance with Articles 103 and 129 of this Code.
Art. 87.-The companies which, upon the entry into force of this Decree, will be in the process of liquidation, will conclude the same in accordance with the legal regulations in which they initiated it.
Rogatory
Art. 88.-Deroguense the following provisions:
a) Arts 41, 67, 68, 69, 70, 71, 72, 105; the third indent of Art. 275, 413, Roman IV of Art. 456; 460, 473, Roman VII of Art.475 and 617 of the Code of Commerce.
b) Incisos First and second of Art. 39 of the Law of Commercial Procedures.
Art. 89.-This Decree will enter into force eight days after its publication in the Official Journal.
GIVEN IN THE BLUE HALL OF THE LEGISLATIVE PALACE: San Salvador, at the twelve days of June of the two thousand eight.
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RUBEN ORELLANA MENDOZA, PRESIDENT.
ROLANDO ALVARENGA ARGUETA, FRANCISCO ROBERTO LORENZANA DURAN, VICE-PRESIDENT. VICE PRESIDENT.
JOSÉ RAFAEL MACHUCA ZELAYA, RODOLFO ANTONIO PARKER SOTO, VICE-PRESIDENT. VICE PRESIDENT.
ENRIQUE ALBERTO LUIS VALDES SOTO, MANUEL ORLANDO QUINTEROS AGUILAR, SECRETARY. SECRETARY.
JOSÉ ANTONIO ALMENDARIZ RIVAS, ROBERTO JOSÉ D' AUBUISSON MUNGUÍA, SECRETARY. SECRETARY.
ZOILA BEATRIZ QUIJADA SOLIS, SECRETARY.
CASA PRESIDENTIAL: San Salvador, at the twenty-six days of June of the year two thousand eight.
PUBESQUIESE,
ELIAS ANTONIO SACA GONZÁLEZ, President of the Republic.
Yolanda Eugenia Mayora de Gavidia, Minister of Economics.
D. O. Nº 120 Took Nº 379 Date: June 27, 2008. JCH/adar
REFORMS:
(1) D.L. No. 381, JUNE 10, 2010; D.O. No. 119, T. 387, JUNE 25, 2010. (Vencio on 31/05/11)
(2) D.L. No. 708, 5 MAY 2011; D.O. No. 99, T. 391, MAY 30, 2011. (Beat 31/12/11)
(3) D.L. No. 935, NOVEMBER 30, 2011; D.O. No. 239, T. 393, DECEMBER 21, 2011. (Beat 30/06/12)
(4) D.L. No. 25, JUNE 14, 2012; D.O. No. 120, T. 395, JUNE 29, 2012. (Beat 31/12/12)
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(5) D.L. No. 237, DECEMBER 14, 2012, D.O. No. 240, T. 397, DECEMBER 21, 2012. (Beat 30/06/13)
(6) D.L. No. 407, JUNE 26, 2013, D.O. No. 118, T. 399, JUNE 28, 2013. (Beat 30/09/13)
SV/ 12/07/10
SV/ 09/06/11
SV/ 23/01/12
JCH 02/07/12
ROM 19/07/12
JCH 29/01/13
JQ 25/07/13
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