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LEGISLATIVE ASSEMBLY-REPUBLIC OF EL SALVADOR ____________________________________________________________________
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DECREE NO 671
THE LEGISLATIVE ASSEMBLY OF THE REPUBLIC OF EL SALVADOR,
use of their constitutional powers, at the initiative of the President of the Republic through the Minister of Justice and hear the opinion of the Supreme Court of Justice,
DECRETA the following TRADE CODE
Preliminary Title
General Provisions
Art. 1. THE TRADERS, THE ACTS OF COMMERCE AND THE COMMERCIAL THINGS SHALL BE GOVERNED BY THE PROVISIONS CONTAINED IN THIS CODE AND IN THE OTHER COMMERCIAL LAWS, IN THEIR ABSENCE, BY THE RESPECTIVE USES AND CUSTOMS, AND IN THE ABSENCE THEREOF, BY THE RULES OF THE CIVIL CODE. (4)
Special and local uses and customs will prevail over the generals.
Art. 2.-They are merchants:
I-The natural persons holding a merchant company, who are called individual merchants.
II-Companies, which are called social merchants.
It is legally presumed that the trade when advertising is made in this respect or when a commercial establishment is opened where the public is being held.
Foreigners and companies formed under foreign laws may exercise trade in El Salvador. subject to the provisions of this Code and other laws of the Republic.
Art. 3.-They are acts of commerce:
I-Those that have as their object the organization, transformation or dissolution of commercial or industrial enterprises and the acts carried out en masse by these same companies.
II-The acts that fall on things
In addition to those indicated, it is considered acts of commerce that are analogous to the above.
Art. 4.-Acts that are commercial for one of the parties, will be for all people involved in them.
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Art. 5.-They are commercial houses:
I-Companies of a lucrative nature and their essential elements.
II-Commercial flags and patents.
III-Securities titles.
Art. 6.-Only small businesses and small businesses can be exercised by birth Salvadorans and natural Central Americans, who will be entitled to the protection and technical assistance of the State, under the conditions laid down by law.
THOSE WHO CONTRAVENE THE PROVISIONS OF THE FOREGOING PARAGRAPH SHALL BE SUBJECT TO THE PENALTIES PROVIDED BY THE SPECIAL LAW AND, WHERE APPROPRIATE, THEIR ESTABLISHMENTS SHALL BE CLOSED IN ACCORDANCE WITH THE PROCEDURE LAID DOWN THEREIN. (6)
The special law will set the lower limit of which a company will be considered a small business or small industry.
BOOK FIRST
MERCHANTS AND THEIR AUXILIARIES
TITLE I
INDIVIDUAL MERCHANT
Art. 7.-They are able to exercise commerce:
I-Natural persons who, according to the Civil Code are able to force themselves.
II-Children who have been aged eighteen years old have been enabled.
III-The elderly Eighteen years of obtaining authorization from their legal representatives to trade, which must be stated in public deed.
IV-Those over eighteen years of age who obtain judicial authorization.
These authorizations are irrevocable and must be entered in the Trade Register.
Art. 8. The child whose legal representative or keeper refuses to give the authorization referred to in Article 7 ordinal III, may appeal to the Judge to summarily qualify the dissent.
The child of twenty-one years and older eighteen who has no representative, may occur to the Judge to be, summarily, authorized to exercise the trade.
In both cases the certification of the Judge's affirmative judgment must be entered in the Register
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of Commerce.
Art. 9.-The minors referred to in the preceding article and the ordinals II, III and IV of Article 7, may mortgage the immovable property of their membership, for the security of the obligations they contract as traders and, in general, they shall be rejected as old for the legal effects of trade, without being subject to the restrictions of the Civil Code.
Art. 10.-Persons who lack the ability or ability to exercise trade, in accordance with the provisions of this Code, may not be the holders of commercial enterprises, except as provided in the following points:
When an Incapable acquired by inheritance or donation a commercial undertaking and when a trader is declared subject to curatelle, the Judge shall decide summarily and with a report of two experts, whether the undertaking is to continue or be liquidated; and, in both cases, shall establish in which form and under what conditions, being able to establish the limitations that it deems appropriate; if the The person who has been responsible for this action will be respected when he does not offer a serious inconvenience to the judge.
This action may be initiated on its own initiative or at the request of the Public Ministry or the legal representative of the incapable. Any Judge who decrees the interdiction of a trader must initiate proceedings within 15 days from the date following that in which the decision is enforced. Any Judge who accepts an inheritance in which he or she has inherited minors, must require that he be informed if there are commercial enterprises among the estate companies; if so, he must initiate the procedure within 15 days from from the following to the one in which the declaratory of heirs is notified. In any event, the legal representatives of the unable to request the proceedings will be initiated, within thirty days of the dates indicated above, under the penalty of responding to the damages caused by their omission.
The respective procedure should always be heard by both the Public Ministry and the legal representative.
Art. 11.-They are not able to exercise trade and also to carry out any position in commercial companies:
I-Those who are not able to engage in such activities by law.
II-The private of the same activities by executed statement.
III-The declared bankrupt, as long as they are not rehabilitated.
Art. 12.-Those unable to engage in trade without being entitled to age or authorised to do so shall not acquire the quality of traders, and their parents, guardians or curators shall be responsible for the damage caused to them. third parties in good faith for the commercial performance of those, if they do not prevent it or do not give notice to the public of the incapacity, by means of the press prior to causing the damage for which it is claimed.
Art. 13.-The persons referred to in Article 11 who engage in the exercise of trade do not acquire the quality of traders and are subject to the ensuing legal responsibilities.
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At the request of any interested party, the Public Ministry or the Office, the respective company shall be judicially alienated or liquidated, prior to its closing.
Art. 14.-Farmers and artisans who do not have a warehouse or shop for the purpose of their products are not merchants.
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 AMERICA. THEY SHALL COMPLY ONLY WITH THAT CONTAINED IN THE ROMAN IV OF ART. 411 OF THIS SAME CODE. (16) (20)
Art. 16.-Those who accidentally verify some act of trade are not traders. However, they remain subject to such operations, to the commercial laws.
Neither are the members of the companies, for this reason alone.
TITLE II
SOCIAL MERCHANT
CHAPTER I
GENERAL PROVISIONS
Art. 17.-Social traders are all companies regardless of the purposes they pursue, without prejudice to the provisions of Article 20.
Society is the legal entity resulting from a solemn contract, concluded between two or more persons, which stipulate to put in common, goods or industry, in order to distribute among themselves the profits that come from the businesses to which they are going to dedicate themselves.
Such entities enjoy legal personality, within the limits that it imposes their purpose, and they are considered independent of the partners that integrate them.
They are not societies forms of association which have transitional purposes, that is to say limited to a single act or a short number of them; those which require, on condition of their existence, the relations of kinship between their members, as would be the call "société spousal"; those that require to enjoy legal personality of a decree or agreement of the public authority or of any act other than the social contract and of its registration; and, in general, all those that are not strictly Under the conditions set out in the three preceding points. The provisions of this Code shall not apply to the forms of association referred to in this paragraph.
Art. 18. Companies are divided into people's societies and capital societies; both classes can be variable capital.
They are people:
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I-Societies on behalf of collective or Collective Societies.
II-Societies in
III-Limited liability companies.
They are capital:
I-Company limited liability companies.
II-Companies in the form of shares or joint companies
ONLY SOCIETIES CAN BE CONSTITUTED WITHIN THE REFORMS REGULATED BY LAW. (3)
Art. 19.-THE COOPERATIVE SOCIETIES EXISTING AT THE DATE OF ENTRY INTO FORCE OF THIS CODE, AS WELL AS THOSE WHICH ARE SUBSEQUENTLY CONSTITUTED, FOR WHICH AT LEAST 10 MEMBERS WILL BE REQUIRED, SHALL OPERATE SUBJECT TO THE RULES WHICH THE FOLLOWING ARE EXPRESSED: (3)
I-COOPERATIVE SOCIETIES SHALL BE GOVERNED BY THE PROVISIONS CORRESPONDING TO THE SPECIES OF COMPANIES WHICH THEY HAVE ADOPTED IN THEIR CONSTITUTION; AND BY THAT OF THE PUBLIC LIMITED LIABILITY COMPANY ON BALANCE SHEETS, THE RESPONSIBILITY OF THE DIRECTORS, AND OVERSIGHT OF THE AUDITOR, EXCEPT FOR THE AMENDMENTS SET OUT IN THIS ARTICLE. (3) (10)
II-THE SHARES MAY NOT BE EACH, OF MORE THAN ¢ 5,000.00, SHALL BE NOMINATIVE AND ONLY TRANSMITTABLE BY REGISTRATION IN THE RESPECTIVE BOOK WITH THE AUTHORIZATION OF THE COMPANY. (3)
III-THE PARTNER SHALL HAVE A SINGLE VOTE, WHICHEVER BE THE NUMBER OF THE SHARES YOU HOLD IN PROPERTY. (3)
IV-ALTHOUGH THE LIABILITY OF THE PARTNER IS LIMITED, IT SHALL NEVER, HOWEVER, BE LESS THAN THE AMOUNT BY THE UNDERSIGNED, INCLUDING THE CASE IN WHICH BY VIRTUE OF HIS REMOVAL OR REMOVAL BECOME EFFECTIVE. (3)
V-IN THE DOMICILE OF SOCIETY, THERE WILL BE A BOOK THAT CAN BE EXAMINED BY WHOMEVER YOU WISH, IN WHICH IT WILL COMPRISE: (3)
a) THE NAME, PROFESSION AND ADDRESS OF EACH PARTNER; (3)
b) THE DATE OF ADMISSION, REMOVAL OR EXCLUSION OF EACH; (3)
c) THE CURRENT ACCOUNT OF CONTRIBUTIONS MADE OR WITHDRAWN BY EACH PARTNER. (3)
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VI-PARTNERS ' ADMISSION WILL BE VERIFIED BY SIGNING THE SAME IN THE BOOK IN QUESTION THE PRECEDING NUMBER. (3)
VII-THE PARTNERS SHALL BE GIVEN NOMINATIVE TITLES, CONTAINING THE DECLARATIONS REFERRED TO IN THE NUMBER V OF THIS PARAGRAPH, IN THE PART CONCERNING EACH, WHICH SHALL BE SIGNED BY THEM AND BY THE MEMBERS. REPRESENTATIVES OF THE COMPANY. (3)
VIII-THE PARTNERS ADMITTED AFTER THE SOCIETY, THEY ANSWER FOR ALL THE SOCIAL OPERATIONS PRIOR TO THEIR ADMISSION, IN ACCORDANCE WITH THE SOCIAL CONTRACT. (3)
IX-UNLESS OTHERWISE AGREED, THE PARTNERS WILL HAVE THE RIGHT TO SEPARATE THEMSELVES FROM THE SOCIETY IN THE PERIODS AGREED UPON, AND IN THE ABSENCE OF A CONVENTION AT THE END OF EACH SOCIAL YEAR, PARTICIPATING WITH EIGHT DAYS IN ADVANCE. (3)
X-THE EXCLUSION OF THE MEMBERS CAN ONLY BE AGREED ON A GENERAL MEETING AND THE CIRCUMSTANCES REQUIRED FOR THIS IN THE COMPANY CONTRACT ARE MET. (3)
XI-THE EXONERATION AND EXCLUSION OF A PARTNER, SHALL BE MADE BY REGISTRATION OF THE AGREEMENT IN THE RESPECTIVE BOOK AND SHALL BE SIGNED BY HIM OR BY JUDICIAL NOTICE, MADE IN THE FIRST CASE TO THE COMPANY AND IN THE SECOND, TO THE PARTNER. (3)
THE SOCIO EXONERATED OR EXCLUDED, WITHOUT PREJUDICE TO THE RESPONSIBILITY THAT IT HAS, IT HAS THE RIGHT TO WITHDRAW THE PART THAT CORRESPONDS TO IT ACCORDING TO THE LAST BALANCE SHEET AND ACCORDING TO ITS CURRENT ACCOUNT, NOT INCLUDING IN THAT CAPITAL THE RESERVE FUND. ALL IN ACCORDANCE WITH THE PROVISIONS OF THE SOCIAL PACT. (3) (10)
XII-COOPERATIVE SOCIETIES MUST MAKE OR FOLLOW THEIR SIGNATURE OR DENOMINATION THE WORDS "LIMITED LIABILITY COOPERATIVE PARTNERSHIP" OR "UNLIMITED" ACCORDING TO THIS SEA. (3)
XIII-PARAGRAPH REPEALED BY D.L. 385/1989.
Art. 20. HOWEVER, THEIR QUALITY OF BUSINESS, COMPANIES WHICH ARE CONSTITUTED AS COLLECTIVE OR SIMPLE, FIXED CAPITAL, AND WHICH HAVE ONLY ONE OR MORE OF THE PURPOSES LISTED BELOW, ONCE THEY ARE REGISTERED EXEMPT FROM THE PROFESSIONAL OBLIGATIONS OF THE TRADERS REFERRED TO IN THE SECOND BOOK OF THIS CODE, EXCEPT THOSE MENTIONED IN THE NUMBERS I AND IV OF ART. 411 OF THIS SAME CODE.
THE PURPOSES REFERRED TO IN THE PREVIOUS PARAGRAPH ARE:
I-THE EXERCISE OF AGRICULTURE AND LIVESTOCK.
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II-URBAN HOUSING CONSTRUCTION AND LEASING, PROVIDED IT IS NOT BUILT WITH THE AIM OF SELLING IN REGULAR AND CONSTANT FORM THE BUILDINGS.
III-THE EXERCISE OF THE LIBERAL PROFESSIONS. (16)
Art. 21. THE COMPANIES ARE CONSTITUTED, MODIFIED, TRANSFORMED, MERGED AND LIQUIDATED BY PUBLIC DEED. (20)
Art. 22.-The constitutive social deed must contain:
I-Name, age, occupation, nationality and domicile of the natural persons; and name, nature, nationality and domicile of the legal persons, who make up the society.
II-DOMICILE OF THE COMPANY THAT IS CONSTITUTED, WITH THE EXPRESSION OF THE MUNICIPALITY AND DEPARTMENT TO WHICH IT BELONGS. (20)
III-LEGAL NATURE. (20)
IV-Purpose.
V-Social reason or denomination, as the case may be.
VI-Duration or express declaration of being constituted for undetermined time.
VII-Amount of social capital; when capital is variable indicate the minimum.
VIII-Expression of what each partner contributes in money or other goods, and the value attributed to them.
IX-Regime of management of the company, with the expression of the names, faculties and obligations of the respective agencies.
X-Manera of making distribution of utilities and, if applicable, the application of losses, among the partners.
XI-Mode of constituting reserves.
XII-Bases to practice the liquidation of the company; way of choosing liquidators when they are not appointed in the instrument and attributions and obligations of these.
In addition to the requirements set out here, the writing must contain the special requirements for each class of society to establish this Code.
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
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AND CANNOT CONTRADICT THEM IN ANY WAY.
IT IS UP TO 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 THE STATUTES ARE APPROVED AND DRAWN UP, MUST BE DEPOSITED IN THE TRADE REGISTER.
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 TRADE REGISTER. (20)
Art. 24.-THE INSTRUMENTS OF INCORPORATION, MODIFICATION, TRANSFORMATION, MERGER AND SETTLEMENT OF COMPANIES SHALL BE ENTERED IN THE TRADE REGISTER, AS WELL AS THE CERTIFICATIONS OF THE EXECUTED JUDGMENTS CONTAINING DISSOLUTION OR LIQUIDATION JUDICIAL OF SOME SOCIETY. (20)
Art. 25.-The legal personality of the companies is improved and extinguished by the registration in the Register of Commerce of the respective documents.
These inscriptions determine, in front of third parties, the powers of the representatives and companies, according to their content.
The registered companies may not be declared null and void with retroactive effect, to the detriment of third parties.
Art. 26.-Recognized the absence or declaration of the nullity of the constitutive act, the dissolution and liquidation of the society shall be carried out.
The ineffectiveness of the declaration of will, of a partner is considered as a cause of the separation of the same, who shall have the right to require it, in addition to the compensation which it has in accordance with the common law; all without prejudice to the fact that such a separation may result in the dissolution of the company, where the participation of the company They constitute indispensable conditions for the realization of the social purpose.
Art. 27.-The omission of the requirements set out in Art. 22, produces nullity of the writing except for the contents in the ordinals X, XI and XII, whose omission will result in the application of the relevant provisions of this Code.
Art. 28.-People who in fact control the functioning of a society, whether or not they are partners, respond to third parties in solidarity and unlimitedly, for the intentional and culpable acts carried out in the name of it.
Art. 29.-Social capital is represented by the sum of the value established in social writing for the contributions promised by the partners. It is always on the liability side of the balance sheet, so that a set of goods of equal value must exist in the assets, at least to the amount of capital.
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Art. 30.-Any company may increase or decrease its capital.
The increase or reduction of capital requires the consent of the partners, given in the form corresponding to the class of society in question.
The increase of the asset by the value of the assets is lawful, and the amount may be transferred to the company's capital account or a special reserve, which may not be shared between the partners but when the goods are recovered and the cash is collected. amount of surplus value.
THE CAPITAL INCREASE AGREEMENT SHALL BE PUBLISHED FOR ONCE IN A JOURNAL OF NATIONAL CIRCULATION 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 WILL BE COMMUNICATED TO THE OFFICE THAT EXERCISES THE SUPERVISION OF THE STATE. (20)
In the case of the foregoing paragraph, the creditors and any interested third parties, as well as the Public Ministry, may object to the reduction of the capital, within thirty days of the third publication; any opposition shall be shall be in summary form, but that of any creditor shall conclude in full for the payment of the respective credit.
After the period in which the preceding paragraph is dealt with without any opposition, or the extinguishing of which has been made, or judicially disposed of by enforceable judgment, the company may formalize the reduction of its capital.
Art. 31.-All goods that have an economic value, which must be expressed in national currency, are eligible as contributions.
The contribution of work in the capital companies is not lawful. The simple assumption of responsibility is not valid as a contribution.
Unless otherwise agreed, the contributions of goods other than money are understood as translative of the domain. Consequently, the risk of the same is borne by the company since the delivery and the contributor responds to the eviction and sanitation in accordance with the provisions of the Civil Code regarding the contract of sale.
Art. 32.-When the contribution of a partner consists of credits, the one that makes it responds to the existence and legitimacy of them, as well as the solvency of the debtor; it also responds that, in the case of securities, they have not been the object of any procedure for cancellation or vindication. It is prohibited to agree against the tenor of this article.
When shares of capital companies are provided, the value of them may not exceed their book value as long as there is no stock exchange in the country.
Art. 33.-The partners must make the contributions at the time of granting the social deed or at the time and form stipulated in it.
The default of contributing, authorizes the society to demand it judicially by the executive way. No partner can invoke another's compliance to not make their own contribution.
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The partner, including the one who contributes work, responds to the damages that it causes to the society for its non-compliance.
Art. 34.-The new partner of a company responds, according to the form of the company, of all the social obligations contracted before its admission, even if the reason or the social denomination is modified. The covenant to the contrary will not produce effect on the detriment of third parties.
Art. 35.-In the distribution of profits or losses, the following rules shall be observed, unless otherwise agreed:
I-The distribution of profits or losses among the capitalist partners shall be made in proportion to their equity interests.
II-The industrial contribution will be half of the profits whatever the number of contributors; and if several, that half will be divided among them by equal parts.
III-The partner or industrial partners will not support losses.
Art. 36.-There is no legal effect of the stipulations that exclude one or more partners from the participation in the utilities. The exclusion of the losses stipulated in favor of a capitalist partner does not produce any effect against third parties.
Art. 37.-If there is a loss of capital, it shall be reintegrated, or reduced in the case of the ordinal 7th of Art. 444, before the distribution or allocation of profits.
Art. 38.-The distribution of profits may never exceed the amount of those actually obtained, in accordance with the general balance sheet and the state of profit and loss.
Administrators who authorize payments in contravention of the provisions of the (a) the provisions of Article 3 (1) of Regulation (EU) No. The return may be required, by the company, by the creditors or by the dissenters.
However, it is established, as a single exception to the first paragraph of this article, that of the industrial partners, in whose favour you can the payment of periodic sums to cover their dietary needs. Such quantities and periods of perception, in the absence of a convention, shall be fixed by the judicial authority on the basis of equity, according to the importance of the undertaking and the normal cost of living, at the time in question.
industrial partners shall be taken into account for profits, without having to reintegrate them in cases where the balance sheet does not yield profits or yields them in less than the amount they have received for their food needs; and the transfer of such quantities to the general expense account of the undertaking shall be made.
Art. 39.-Of the net profits of any company, a percentage must be separated annually to form the legal reserve, until such time as a certain amount is reached. The percentage and amount of the legal reserve will be determined by this Code for each class of society.
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The legal reservation must be restored in the same way, when it decreases for any reason.
Against the provisions of this article, it cannot be invoked or otherwise agreed; the administrators will be jointly and severally liable for their compliance, and for this reason, they are obliged to return all or part of the legal reserve, if for any reason there is no or only one in part, without prejudice to the right to assist the administrators to repeat against those who have received the money. For the exact fulfillment of this precept, action is granted to the partners, the creditors or the Public Ministry.
Art. 40.-ALL COMPANIES SHALL CARRY THE FOLLOWING BOOKS:
I-BOOK OF MINUTES OF THE GENERAL MEETINGS, IN WHICH THE AGREEMENTS ADOPTED IN THE RESPECTIVE SESSIONS SHALL BE SETTLED.
II-BOOK OF BOARDS OF DIRECTORS OR BOARDS OF DIRECTORS, ACCORDING TO THE NATURE OF THE COMPANY AND THE ADMINISTRATION SYSTEM ADOPTED OR REGULATED BY THIS CODE.
III-SHAREHOLDERS 'OR SHAREHOLDERS' REGISTER BOOK, DEPENDING ON THE NATURE OF THE COMPANY.
IV-BOOK OF RECORD OF INCREASES AND DECREASES IN SOCIAL CAPITAL, WHEN THE ADOPTED REGIME IS THAT OF VARIABLE CAPITAL.
BOOKS WILL BE LEGALIZED BY PUBLIC ACCOUNTANTS OR BY THE TRADE REGISTRY. (20)
Art. 41.-REPEALED (16) (20)
Art. 42.-The State, the Municipalities and, in general, any public institutions, may engage in commercial activities. The last ones can be created with object and mercantile form, as means to realize the purposes that correspond to them.
Art. 43.-These are mixed-economy companies which, having an anonymous form, are constituted by the State, the Municipality, the Autonomous Official Institutions, other mixed-economy companies or the public-interest institutions, in concurrence
Are institutions of public interest those societies, associations, corporations or foundations created by private initiative to which, for exercising functions of general interest, they are recognized as a quality by a law special.
Mixed economy societies and institutions of interest They are not social traders, but the provisions of this Code will apply to them as to the commercial acts they perform.
CHAPTER II
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PEOPLE SOCIETY
SECTION "A"
GENERAL PROVISIONS
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 ENTRY OF NEW PARTNERS, OTHER NATIONAL OR FOREIGN COMMERCIAL COMPANIES. (20)
Your capital is integrated by capital shares or shares, which may be unequal.
In the social writings of these companies, the partners must declare the social contributions they have in other companies, (a) the nature of such companies, the value of their participation, the rights of administration and supervision which they are responsible for and the kind of liability they have incurred. This requirement obliges both the original constituents of the company, and all those who subsequently enter, either by virtue of the transfer of any social rights, either by making a new contribution or for any other reason; the failure to comply with this requirement, subject to the failure to respond to the damages caused by it.
Art. 45.-The members that make up the societies of persons respond to the social obligations: unlimited and in solidarity between them and the society, if this is of collective name; and for the amount of their respective contributions, if the society is of limited liability.
In simple comandarian societies, the partners are responsive in the first of the forms indicated in the preceding paragraph, and in the second form the comanditarian partners.
Art. 46.-The execution of the judgment which condemns the company to the fulfilment of obligations in favour of third parties, is an executive title against the partners, at the limit of its responsibility; but in order to enforce this quality, it must be followed against
In order that the instrument referred to in the previous paragraph, has the efficiency that is granted, it must be accompanied by the documentation on the responsibility that, as a partner, has the one executed on the social obligation in question.
Whenever the the company does not have sufficient resources to meet its obligations due in favour of third parties, it may require its partners to satisfy the contributions they have promised, as far as is necessary, even if the time limits in which the They should not have won and whatever the form of their responsibility. If the outstanding contributions exceed the amounts due to third parties and the agreed time limits for the delivery of the same contributions have not expired, the partners shall only be obliged to cover the necessary quotas, in proportion to the amounts that they owe to society, but the insolvent's quota will burden others, within the limit of what each person owes. The agreement for the company to make use of the rights conferred upon it by this paragraph shall be taken by the General Meeting of the partners and executed by the legal representatives of the company, unless there is a
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to sue those legal representatives, in which case the same General Board shall appoint a specific legal representative. You cannot agree to the provisions of this paragraph.
Art. 47.-Except in the limited liability company, the social writing may not be modified but by the unanimous consent of the partners, unless it is agreed that the modification can be agreed by most of them. In this case, the minority will have the right to secede from society.
Art. 48.-Partners and managers of people's societies are prohibited:
I-Extract from the common fund more than the amount allocated for your particular expenses. In case of breach of this precept, any of the partners may require the corresponding refund, which will be mandatory for the infringer.
II-Apply the common funds to their particular businesses, and use in these of the social firm. The partner who violates this prohibition is obliged to give to the company the profits of the business in which it invests the funds distracted and to bear the only losses, without prejudice to the restitution of those funds to the common mass, to indemnify the damages which the company has incurred and if it is excluded from it, if so agreed by the partners.
III-To exploit the same business or business of the company for its own account or other business, to be part of the companies that exploit them or carry out special operations of any kind where the company does not have a particular gender trade, except express provision of the constitutive writing or authorization of all the partners.
The partners that contravene these provisions, are obliged to bring to the common fund the benefit that they have of the aforementioned activities and to suffer individually the respective losses.
SECTION "B"
EMBARGO AND TRANSFER OF
SOCIAL INTERESTS
Art.49.-The embargo practiced by private creditors of the partners on the social parts of these, will affect only the profits of the partner and the amount which results in the liquidation of the company.
Except the consent of the embargoing creditor, the term of the company cannot be extended but to satisfy the obligation in its favor, even through the liquidation of the social part of the partner debtor.
Art. 50.-The partners cannot give up their rights in the company without the consent of all the others, and without it, no new ones can be admitted, except that in one case or another case the social script has the consent of the Most.
The disposals will not have effects against third parties, but until they are entered in the Trade Register.
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In the event that the cession is authorized in the first paragraph of this article, please The partners shall have the right of entry into the company, and shall have a period of 15 days in which to exercise it, counted from the date of the meeting in which the authorization was granted. If you force a number of the partners who want to use this right, they will be responsible to all of them in proportion to their original contributions.
However, the rights that the quality of the partner attributes can be transferred without the loss of this quality. where they are of an economic nature; but the rights of cooperation, such as voting rights, assistance rights, information and similar rights, cannot be transferred even if they are exercised by representation.
SECTION "C"
EXCLUSION AND SEPARATION OF PARTNERS
Art. 51.-People's companies may exclude one or more partners in any of the following cases.
I-If you use the firm or social equity for self-employed businesses.
II-If you breach your statutory obligations or legal.
III-If they commit fraudulent or intentional acts against the company.
IV-For the loss of the necessary capacity or qualities, according to the statutes or special laws.
V-For bankruptcy, contest, insolvency in fact or disablement to exercise commerce.
VI-For crime against property
VII-In the case of the second paragraph of Article 49.
The partner exclusion agreement must be taken at least by two-thirds of the people with the right to vote.
This article will be prescribed in two years from the date on which the partners have knowledge of the facts that motivate them.
Art. 52.-When a member is excluded, the settlement and payment of the social participation, which corresponds to him, shall be made, except for the right of retention referred to in Art. 56.
Art. 53. The excluded partner will be liable to the company for damages caused, if in the acts that motivated the exclusion, he or she has to blame or for him.
Art. 54.-In people societies all partners can obtain retirement in the following cases:
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I-If society, despite having profits that allow, agrees not to spread a profit equal, at least to the legal interest of the total capital and reserves of the company for two consecutive years.
II-When, against your vote or without your consent, the constitutive writing will be modified, appointed as administrator a person who is foreign to society or is admitted to one or more new partners.
III-Not to exclude the guilty partner in the cases provided for by this Code, despite being required by the society for it by the dissident in general meeting of partners.
IV-For the simple manifestation of the will of the partner, made in a joint general, if the company has been constituted for an indefinite period or a variable capital.
The right of separation shall be exercised in the cases of the first three ordinals of this article, within six months of the date of the dissident is aware of the fact that it may cause separation.
Art. 55.-The partner who separates or is excluded responds in favor of third parties of all pending operations at the time of separation or exclusion.
The covenant to the contrary will not produce effect on the detriment of third parties.
Art. 56.-In cases of exclusion or separation of a partner, except in the variable capital companies, the company may retain the share of capital and profits of that partner, until the end of the outstanding transactions at the time of the exclusion or separation, Then the settlement of the corresponding social one must be made.
The retention period may not be longer than two years; but if the excluded or withdrawn partner is replaced by another one will immediately be settled and paid for its
The amounts withheld shall bear the legal interest, unless otherwise agreed.
Art. 57.-The partners to whom the refund has been granted in kind of their contribution and which are excluded or withdrawn from the company in the case of Article 54 ordinal IV may not require the supply of the goods provided, where the is indispensable for the further functioning of society or for the achievement of its purposes.
Art. 58.-The exclusion or withdrawal of members shall have effect from the date of their registration in the Trade Register, unless the company is a variable capital.
SECTION "D"
DISSOLUTION
Art. 59.-People's societies are dissolved by any of the following causes:
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I-Expiration of the term indicated in social writing, the extension of which may not be stipulated tacitly.
II-Impossibility of realizing the main purpose of the society, or consummation of it.
III-Loss of two thirds of the share capital.
IV-unanimous agreement of the partners unless in writing It has been stipulated that such a decision can be taken by a majority.
Society also ends with the judgment in order to be wound up and wound up, in the cases referred to in Chapter XII of Title II of the First Book of this Code, and by merger with other companies. In such cases, the effects of the dissolution shall be governed by the relevant provisions of this Title.
Art. 60.-The societies of persons are not dissolved by the death of one of the partners, unless otherwise agreed.
The continuation pact with the heirs must be included in the social contract to take effect between the partners, the heirs and third parties.
The heirs may individually refuse to continue in the company, unless the continuation is a testamentary condition.
When a partner dies, and the society does not have to continue with its heirs, it will be settlement of the fee for the deceased, and will be paid to those. The same thing will be done, when only some of the heirs are removed. The company shall have the right of retention indicated in Art. 56.
Art. 61.-The exclusion or withdrawal of a partner is not a cause of dissolution, unless it has been agreed in an express manner.
If the society is integrated only by two partners, the causes of exclusion and withdrawal shall confer the right to the partner who can invoke them, to request dissolution.
Art. 62. The limited liability company is not dissolved in the event of the death of one of the partners, but continues with the heirs of the deceased. The covenant to the contrary does not produce effects if the surviving partners give their conformity to the transmission of the social part of the deceased to their heirs with the consent of these.
Art. 63.-THE 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, OR THE GENERAL MEETING IS GIVEN A RULING DECLARING THE DISSOLUTION. (20)
The existence of a dissolution cause entitles any of the partners or third parties who have an interest in it to demand that the company be declared dissolved or legally reconstituted.
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THE DISSOLUTION AGREEMENT AND THE EXECUTION OF THE JUDGMENT, IF ANY, WILL BE ENTERED IN THE REGISTER OF TRADE AND SHALL HAVE THEIR EFFECTS FROM THE DATE OF THEIR REGISTRATION. (20)
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.
THIRTY DAYS AFTER THE PUBLICATION IN THE OFFICIAL JOURNAL, WITHOUT OPPOSITION, IT WILL BE ENTERED IN THE REGISTER OF COMMERCE AND THE SOCIETY WILL BE DISSOLVED WITHOUT FURTHER PROCESSING. (20)
Any interested party may object to the registration of the dissolution agreement taken by the partners, but must submit its order to the Registry within the time limit specified in the preceding paragraph and to make the respective claim to the the competent Judge of Commerce, within thirty days of the date on which the opposition is admitted.
The dissolution agreement shall be entered if there is no evidence that the application has been filed within 30 days the opposition has been admitted; and also, if the certification of the judgment is presented, approved the dissolution, or the withdrawal, desertion or favorable transaction to the dissolution.
When the dissolution is judicially decreed, the actor has the right to make it publish and register in the Register of Commerce.
Art. 65.-The dissolution of a society incapacitates this society to continue the exploitation of its business and to carry out new operations. Accordingly, administrators must suspend social activities, so that they incur personal, joint and unlimited liability for the violation of this precept.
SECTION "E"
ARBITRATION
Art. 66.-In the constitutive scriptures of persons ' societies, the partners must determine whether the conflicts that arise between them in the interpretation of the social contract or on the occasion of the social business, shall be resolved by the common courts. or by referees. If nothing is available in this regard, it is understood that the partners agree to submit such conflicts to the arbitral judgment.
The matters concerning the dissolution and liquidation of the company, the modification of the social pact, the exclusion or separation of partners and the legal structure of the company, are not subject to arbitration, unless the commitment is agreed after the conflict has arisen.
THE ARBITRATION PROCEDURE REFERRED TO IN THIS ARTICLE SHALL BE PROCESSED BY CONFORMITY WITH THE PROVISIONS OF THE LAW OF MEDIATION, CONCILIATION AND ARBITRATION. (20)
Art. 67.-REPEALED (20)
Art. 68.-REPEALED (20)
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Art. 69.-REPEALED (20)
Art. 70.-REPEALED (20)
Art. 71.-REPEALED (20)
Art. 72.-REPEALED (20)
CHAPTER III
SOCIETY ON COLLECTIVE NAME
SECTION "TO"
SOCIAL REASON
Art. 73. Collective society shall always be constituted on a social basis, which shall be formed by the name of one or more members, and where it does not contain all of them, the words "and company", or other equivalents, shall be added to it, for example: "and brothers".
Art. 74.-The clauses of the social deed that exempt the partners from unlimited and joint liability will not have any legal effect in relation to third parties; but the partners may stipulate that the responsibility of some or some they are limited to a certain portion or quota, in which case the limitation of liability in favor of one or more partners implies only the right to repeat against the partners what has been overpaid.
Art. 75. Any person who is strange to the society that makes the name appear or allows his name to be included in the social reason, will be subject to unlimited and solidary responsibility.
Art. 76. The income or separation of a partner will not prevent the same social reason from continuing until then used; unless the name of the partner is listed, in which case its name must be deleted in the social reason.
Art. 77.-When the social reason is the one that has served another society whose rights and obligations have been transferred to the new one, the word "successors" will be added to that social reason.
SECTION "B"
ADMINISTRATION
Art. 78.-The management of the company is in charge of one or more administrators, who can be partners or foreign persons.
In default of pact that limits the administration to some of the partners, all are administrators and take their majority agreements.
Art. 79.-Unless otherwise agreed, administrators ' appointments and removals will be made
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freely by the majority of the partners ' votes.
Art. 80.-When in the case of the social script, the administrator can agree to the same, the members may, by agreement of the majority, remove him, but he will have the right to demand that the reasons for the removal be called judicially, which will be definitive if you test it, blame, inability or inability.
The removed administrator must make use of the action that this article gives you, within six months, counted from the date of removal.
Art. 81.-The administrator may only dispose and tax the real estate of the company with the consent of the majority of the partners, or in the event that these operations constitute the social purpose, or are a natural consequence thereof, or confers that faculty on social writing.
Art. 82. Unless otherwise agreed, the administrator may only, under his responsibility, give special powers, but may not delegate his position.
Art. 83.-Administrators are required to disclose to the partners, at least annually, the financial and accounting situation of the company, including the corresponding balance sheet and the state of profit and loss.
Art. 84. The use of the signature or social reason corresponds to all the administrators, except that in the constitutive writing one or more of them is reserved.
Art. 85.-Administrators shall meet in council, at least once a month. In the absence of express stipulations to the contrary, the decisions of the administrators will be taken by vote of the majority of them, and in case of a tie, the partners will decide.
When it comes to urgent acts whose omission will bring as a serious harm to society, it may decide only one of the administrators, in the absence of the others who are in the impossibility, still momentary, to resolve on the acts of administration.
Art. 86.-Partners who are not administrators shall have the right to examine the state of the company's administration and the accounting and paper of the company, making any claims they deem appropriate.
Art. 87.-The capitalist partners which they administer may receive, on a regular basis, by agreement of the majority of the partners, remuneration for general expenses.
As for the industrial partners, the provisions of the provisions of the end of article 38.
SECTION "C"
PARTNER GENERAL MEETING
Art. 88.-The resolutions which are by law the members, shall be taken in general meeting convened by the administrators, or by any of the partners, by suffando the simple written personal summons.
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Art. 89.-At the general meeting of members, a resolution shall be taken for the vote of the majority of them, unless the law or the pact requires another proportion.
It may be agreed, however, that the majority will be computed by capital; but if only one partner I will represent more than half of the share capital, it will also take the vote of another. Unless otherwise agreed, the representation of the industrial partner or all of them will be equal to that of the capitalist partner representing the greatest interest, in the concept that the adopted by the group of industrial partners will be computed as a vote of the group of industrial partners. most of them.
Art. 90.-The Board shall entrust to one of the partners, if the statutes have not previously done so, the duties of the Secretary to draw up the minutes of the session and to extend the certificates of the session.
SECTION D "
LEGAL RESERVATION
Art. 91.-The amount that will be allocated annually to integrate the legal reserve will be five percent of the net profits and the legal limit of that reserve will be the sixth part of the social capital.
Art. 92.-Half of the amounts shown in the legal reserve must be available or invested in Salvadoran commercial values of easy realization; the other half can be invested according to the purpose of the society.
CHAPTER IV
SIMPLE COMANDITE SOCIETY
Art. 93.-In the constitutive writing of the society in Comandita Simple, it must be expressed who are partners and those who are responsible.
To the pact that will repeal or limit the unlimited and solidarity responsibility of some of the partners The provisions of Article 74 shall apply to you.
Art. 94. The simple comandite society is always constituted under social reason, which shall be formed by the name of one or more comanditados, and when the words "and company", or other equivalents, are not included in it. The words "Sociedad en Comandita" or its abbreviation "S." will always be added to the social reason. in C. " If this requirement is omitted, the society will be considered collective.
Art. 95.-The partner or any stranger to the society that makes the name or which expressly or tacitly permits the name in the social reason, will be subject to the responsibility of the members.
Art. 96.-The joint-party partners may not exercise any administrative action, nor may they exercise the powers of the administrators or representatives; but no administrative acts shall be deemed to have been given to the authorities given or to the supervision exercised by the the comanditarians, according to
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social writing or with the law, nor the subordinate work they provide to the company.
They will be able to attend the partners ' meetings without a vote in the agreements that mean an intervention in the life of the society.
Art. 97. The comanditario member shall be bound, without limitation and in solidarity with third parties, for all the social obligations in which he has taken part in contravention of the provisions of the previous article. You will also be responsible for unlimited and severally responsible for third parties, even for operations where you have not taken part, if you have habitually managed the business of the company.
Art. 98.-The comanditarian partners will not be able to examine the state and the situation of the social administration, but in the times and in the prescribed form in the constitutive writing.
If the writing has nothing to do on these points, the administrators communicate annually to the trading partners the balance sheet and the statement of profit and loss at the end of the social year, by making them manifest, for a period of not more than 15 days, the records and documents required to check them and discuss the operations. This examination may do so either by itself or by duly authorized auditors.
Comanditarian partners, provided that the statement of accounts justifies it, shall have the right to request the approval of the members to appoint an financial controller. the members shall refuse such authorization, and the provenance of such a measure shall be judicially approved, the comanditarians shall have the right to withdraw from the company. The comanditarians must make use of this right within six months after the date on which the social business improvement was known.
Art. 99.-If, for the cases of death or incapacity of the managing partner, the way to replace it has not been determined in the social script, and the society must continue, it may be a joint partner, in the absence of any comments, (a) interim or mere administrative acts during the term of 30 days from the date on which the death or incapacity has been known.
In such cases the joint partner does not contract unlimited liability as consequence of his/her management.
Due to the term of the first indent, if not reorganized the partnership with the inclusion of new partners, will be dissolved and liquidated.
Art. 100. Articles 75, 76, 77, 83, 91 and 92 are applicable to the company in Comandita Simple; it shall also apply to it, without prejudice to the provisions of Article 96, Articles 88 to 90 inclusive.
Articles 78 to 82 And from 84 to 87 inclusive, they will be applied to the partner partners.
CHAPTER V
LIMITED LIABILITY COMPANY
Art. 101. The limited liability company can be constituted under social or low reason
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denomination. The social reason is formed by the name of one or more partners. The denomination is freely formed, but it must be different from any existing society.
One or the other must be immediately followed by the word "Limited" or its abbreviation "Ltda." The omission of this requirement in the case of a social deed shall be jointly and severally liable to all the partners; and in any subsequent act of the company also to the administrators for the social obligations which have thus been incurred, without prejudice to the right of repetition of the excess paid by the innocent partners or administrators against the guilty partners or administrators.
Art. 102.-Social interests shall never be represented by securities and may not be transferred but in cases and with the requirements laid down in this Code.
It may be stipulated that there are one or more categories of shares/units social determining what the respective modes consist of.
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. (16) (20)
Art. 104.-Anyone who is strange to the society that makes the name appear in the social reason, will respond in solidarity to the amount of the social operations up to the amount of the total contributions.
Art. 105.-REPEALED (20)
Art. 106. THE SOCIAL CAPITAL MUST BE FULLY SUBSCRIBED TO THE ESTABLISHMENT OF THE COMPANY. AT LEAST FIVE PER CENT OF THE VALUE OF EACH SOCIAL PARTICIPATION MUST BE DISPLAYED. THE SOCIAL PACT SHALL LAY DOWN THE MANNER AND PERIOD WITHIN WHICH THE INSOLUTE PART OF THE SUBSCRIBED CAPITAL MUST BE PAID, WHICH MAY NOT EXCEED ONE YEAR FROM THE DATE OF REGISTRATION OF THE DEED OF INCORPORATION IN THE TRADE REGISTER, EXCEPT THAT THE SUBSCRIBED CAPITAL IS MORE THAN ONE HUNDRED THOUSAND DOLLARS, IN WHICH CASE THE PERIOD SHALL BE FIVE YEARS.
THE CASH PAYMENT MUST BE CREDITED TO THE NOTARY WHO AUTHORIZES THE SOCIAL DEED BY MEANS OF CERTIFIED CHECK OR CASHIER OR MANAGEMENT CHECK, FREE AGAINST A BANK AUTHORIZED BY THE SUPERINTENDENCE OF THE FINANCIAL SYSTEM TO OPERATE IN THE COUNTRY. THE NOTARY SHALL RELATE TO THE INSTRUMENT THE DATA IDENTIFYING THE CHEQUE. (20)
Those who subscribe to the social contract are jointly and severally responding to third parties on the part of the capital which shall not be paid in full in cash and by the value attributed to the goods contributed in kind.
Art. 107.-The formation of limited liability companies and the increase in their share capital cannot be carried out through public subscription.
Art. 108.-The partner can only have a social participation. When you make a new contribution
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or acquire wholly or partially that of a partner, will be increased in the respective amount of their social participation, unless they are participations that have different rights.
Art. 109. THE SOCIAL INTERESTS ARE DIVISIBLE, PROVIDED THAT THE PROVISIONS OF ARTICLES 50 AND 103 OF THIS CODE ARE COMPLIED WITH. (20)
Art. 110.-When social writing is established, the partners, in addition to their general obligations, have to make supplementary contributions in proportion to the primitives.
Additional contributions are not part of the capital They do not respond from social obligations to third parties; they constitute a reserve capital that is freely managed by society.
It can also be agreed that the partners are obliged to make ancillary services. In such a case, the content, duration and modality of these benefits, the compensation to them and the penalties against the partners who do not comply with them must be indicated.
Art. 111.-SOCIAL WRITING MUST BE REGISTERED IN THE REGISTER OF COMMERCE. THE LACK OF REGISTRATION MEANS THAT THE MEMBERS ARE NOT LIABLE TO THIRD PARTIES IN SOLIDARITY AND UNLIMITED LIABILITY, WITHOUT PREJUDICE TO THE PROVISIONS OF ARTICLE 353 OF THIS CODE. (20)
Art. 112.-In the case of increases in social capital, the same rules of the constitution of the company will be observed, and the members will have preference to subscribe to it, in proportion to their social interests; to this effect, if they had not attended the The assembly in which the increase was approved shall be communicated to the respective agreement by registered letter, with acknowledgement of receipt. If a member does not exercise the right conferred on him by this Article, within 15 days of the conclusion of the Assembly or of the notification in his case, it shall be understood that he shall resign, and the increase of capital may be subscribed, either by the other partners, either by persons who are foreign to the company, in the cases and with the requirements referred to in Article 50. Neither social writing nor the Assembly of the society can deprive the partners of the faculty of preferentially the increases of capital.
Art. 113.-The company shall carry a special book of the Registry of Partners, which shall remain in the power of the administrator, who shall be responsible for its existence, for its conservation and for the appropriate and accurate annotations that are made in it. The book may be consulted by the partners and even by whom it demonstrates legitimate interest in it, and will contain:
I-The generals of each of the partners and their postal address.
II-The number, value and category of the units social, including the case data on co-ownership and the name of the common representative.
III-The data relating to the subscription and display of the capital, as well as the time limit which has been granted for the liquidation of the insolute participation and guarantees granted by the respective subscribers.
IV-Reference to any increase and reduction of capital and the way in which it affects the number and value of social participations.
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V-Data concerning the disposal and acquisition of social contributions, levies on the rights that they confer, inherited succession of partners and any other analogues.
VI-The effects produced in terms of social participation, in cases of withdrawal and exclusion of partners.
VII-Other data which, in accordance with the law or in the judgment of the administrator or the assembly, must be included.
It is up to the administrator to extend the certifications of the Registry to his office.
The lack of a Partner Registry will cause the Society to be considered as irregular and the sanction imposed by Art. 354 is imposed.
Art. 114.-The management of limited liability companies shall be in charge of one or more managers, who may be partners or persons who are foreign to the company, appointed temporarily or indefinitely.
The separation of the administrators will be subject to the rules established in this respect, for the management of the society on behalf of the collective.
Whenever the appointment of the manager is not made, all the partners will participate in the administration.
Art. 115.-The resolutions of the managers, when they are several, will be taken by a majority of votes, unless the writing establishes something else. If social writing requires that unanimity be required, unanimity is required; but if all of them are not present, the majority who consider that the society is in serious danger with the delay may adopt the relevant resolution.
Art. 116.-Administrators, who have not been aware of the act or voted against, are free of liability.
The action of liability against the managers in the interest of the company, for the repayment of the assets social, it belongs to the general meeting and the partners individually considered.
The action of responsibility against the administrators also belongs to the social creditors. In the event of the bankruptcy of the company, it will also be exercised by the Senso.
Art. 117.-The general meeting of members is the supreme organ of the society. Its powers are as follows:
I-Discuss, approve or test the balance sheet for the closed social exercise, and take with reference to it, the measures that it deems appropriate.
II-Decretar the distribution of profits.
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III-Appoint and remove managers.
IV-Designate an auditor and, if there is a place, elect the Supervisory Board.
V-Set the remuneration of the managers and the auditor.
VI-Solve on the cession and division of the social participations, as well as on the admission of new partners.
VII-Acordar, in its Case, where additional contributions and ancillary services are required.
VIII- Agree to the exercise of the actions that correspond to require damages to the other social organs, designating in their case, the person to follow the judgment.
IX-Deciding the dissolution of the society.
X-Modify the social writing.
XI-The others that correspond to it according to the Law or to the social writing.
Art. 118.-The general meetings shall be ordinary or extraordinary. The ordinary shall meet at the registered office, at least once a year, at the time fixed in the social deed.
The extraordinary shall meet when the managers, the auditor, the Supervisory Board, or the lack of The partners representing more than one fifth of the share capital.
Unless otherwise agreed, the calls shall be made by means of letters certified with acknowledgement of receipt, which shall contain the order of the day and refer to each partner, at least eight days in advance of the board's celebration. Where one of the partners has its registered office in a different place in the company, the time limit shall be increased prudentially.
The call for a meeting shall not be required if the persons representing the totality of the social interests.
Art. 119.-The meeting shall be validly installed if there are partners representing at least half of the share capital, unless the social writing requires a higher level of assistance. Unless such assistance is not obtained at the first meeting, the members shall be convened for the second time, with an interval of two days, and the Assembly shall operate validly whatever the number of the concurrent members.
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. (20)
Art. 121.-The resolutions shall be taken by a majority of the votes of those who attend the assembly, except in the cases of modification of the social script, for which the vote will be required at least
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of three-quarters of the social capital unless it is the change of the ends of the society or that the amendment increases the obligations of the partners, cases in which the unanimity of votes will be required. For the disposal or division of the social units, as well as for the admission of new members, the provisions of Articles 50 and 109 shall be laid down.
Art. 122.-When the social writing establishes it, the appointment of a Supervisory Board shall be carried out. The members of this Board may be members or persons who are foreign to the company.
In any event, an auditor shall be appointed who shall supervise the operations of the company; he shall give an opinion on the accounting statements of the company and shall certify them when finds them correct.
Art. 123.-The amount that will be allocated annually to form the legal reserve of the limited liability company, will be seven percent of the net profits and the legal minimum limit of that reserve will be the fifth part of the social capital.
Art. 124.-Two-thirds of the amounts shown in the legal reserve must be made available or invested in Salvadoran or Central American mercantile values of easy realization; the other third party may be invested according to the purpose of the company.
Art. 125. The provisions of Articles 70, 76, 77, 82, 83, 84, 135, 182, 183, 196, 282, 283, 284, 285 (1), 286 (2) and (3), 287, 288, 289, 290, 291, 292, and 293 are applicable to the limited liability company.
CHAPTER VI
CAPITAL SOCIETIES
SECTION "A"
GENERAL PROVISIONS
Art. 126.-In capital companies, the personal quality of the shareholders or shareholders does not have an essential influence on the willingness to associate themselves. Its capital is divided into aliquot parts, represented by securities called shares.
Art. 127.-In capital companies, shareholders shall limit their liability to the value of their shares.
Art. 128.-Shareholders are obliged to pay the value of the shares they have subscribed, when they sell the agreed instalments for the payment of such subscription.
However, if the company does not have sufficient resources to deal with its obligations to third parties, at any given time, may the general meeting of shareholders agree that the amounts necessary for the payment of the social obligations are contributed by the shareholders who have not yet paid the shares subscribed by
in this caseall the shareholders who have the right to debited parts of your subscription value will be left
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obliged in proportion to the due and the insolvent's share will burden others, within the limits of what is owed by each shareholder.
In the event of the company's bankruptcy, the time limits granted for the payment of the amounts due on the subscribers will be considered to be due.
You cannot agree against the provisions of this
SECTION "B"
SECTION " B
Art. 129.-THE SHARES SHALL BE OF A NOMINAL VALUE OF A DOLLAR OF THE UNITED STATES OF AMERICA OR WHOLE MULTIPLES OF ONE. (20)
Art. 130.-Each action is indivisible. Consequently, where there are several owners of the same action, they shall appoint a common representative, and if they do not agree, the appointment shall be made by the competent trade judge at the request of one of them.
common representative will not be able to dispose or tax the action, but when duly authorized by all the co-owners.
The co-owners will respond in solidarity to the society.
Art. 131.-The shareholders may be represented in the assemblies by another shareholder or by person who is foreign to the company. The representation must be in the form prescribed by the social writing and, in the absence of a stipulation, by simple letter.
The administrators and the auditor of the society cannot be representatives. You may not represent a single person, more than a quarter of the share capital, except your own shares and those of those of whom you are a legal representative.
Art. 132. In cases of temporary and revocable domain transmission, the acquirer as a legitimate holder shall exercise all rights of the shareholder, with the effect that the law or the covenants have set.
Regular deposit, comodato, garment, embargo, usufruct and other analogs, the personal rights of the shareholder shall be exercised by the owner of the shares; the property rights shall correspond to the legitimate holder of the shares with the scope that the law or the covenants determine.
If the domain of the actions is disputed and with this occasion A kidnapping, the property rights will be exercised by the kidnapper and the personal by whom the Judge appoints.
Art. 133.-Capital companies are prohibited from placing their shares at a price below their nominal value.
They are also prohibited from issuing shares whose value is not the product of a real contribution,
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present or future.
Art. 134.-The shares will always be nominative, as long as their value has not been fully paid.
Once the nominal value of the shares is fully satisfied, the interested parties may demand that they be extended to the bearer, provided that social writing does not prohibit it.
Prior to the delivery of the shares to the subscribers, the company will be able to extend them provisional titles representative of the subscriptions made, which will remain for all the effects equated to The actions.
THE REPRESENTATIVE TITLES REFERRED TO IN THE PRECEDING PARAGRAPH SHALL HAVE A MAXIMUM TERM OF ONE YEAR FROM THE DATE OF ISSUE AND AFTER THE DATE OF ISSUE, THE DIRECTORS OF THE COMPANY SHALL HAVE THE OBLIGATION TO EXCHANGE THEM FOR DEFINITIVE SECURITIES IN FAVOUR OF THE SHAREHOLDERS WHO ARE REGISTERED AS SUCH IN THE RESPECTIVE RECORD BOOK.
ADMINISTRATORS WHO CONTRAVENE THE OBLIGATION OF THE PRECEDING PARAGRAPH SHALL BE PERSONALLY AND SEVERALLY LIABLE FOR THE DAMAGES CAUSED TO THE SHAREHOLDERS. (20)
Art. 135.-As long as the shares are not fully paid, the subscribing shareholders will be liable for the amount of the subscription and, if any, for the legal or conventional interest of the arrears.
Arrears payments may require the original subscribers and all those to whom the shares have been transmitted successively. All the obligors respond jointly and severally.
The person who, by virtue of the obligation imposed in this article, will make a payment on account of an action that he no longer owns, will acquire the co-ownership in it for the amount that would have been satisfied or you can repeat the paid against the current holder.
Art. 136.-When the time limit for the appeals to be paid and the amount of the appeals are to be paid, the company shall proceed to the court to demand the payment of the appeal, or the sale of the shares.
Art. 137.-When a call is issued whose time or amount is not included in the shares, a publication must be made at least thirty days before the date indicated for the payment, with the warning that the remaining titles will be cancelled. default, when the time limit is set for the payment, if the company does not prefer to proceed in the terms of the previous article.
Art. 138.-The sale of the shares referred to in the two preceding articles shall be made by the company itself, with the intervention of a representative of the office exercising the supervision of the State. motivated and the forms of application of the product, in notarial act. These cases will extend new titles or new provisional certificates to replace the previous ones.
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The proceeds of the sale will be applied to the payment of the ordered call, and, if it exceeds the amount of this, will also cover the expenses of the sale and the interest on the amount of the exhibition. The remainder will be delivered to the former shareholder, if I will claim it within five years, counted from the date of the sale.
Art. 139.-If, within three months, from the date on which the appeal was to be filled, the judicial complaint has not been initiated or the action has not been possible to sell the shares at a price which covers the value of the appeal, cancel. The company will proceed to the consequent reduction of the share capital and the remainder will be returned to the subscriber, after deducting the expenses and interest; or, it will reduce its capital in the part corresponding to calls not covered and will deliver to shareholders fully paid, for the amount of their contributions.
Art. 140.-Payments on account of the contributions to be made by the shareholders and their successors cannot be compensated by the rights, shares or credits that the shareholders have against the company.
Art. 141.-Capital companies are prohibited from acquiring their own shares, except for auction or adjudication.
In this case, the company will sell the shares within three months from the date on which it can legally dispose of its shares. And if it does not do so within that period, the reduction of capital and the consequent cancellation of the shares will be carried out.
As long as the shares belong to the company, they will not be able to be represented in the shareholders ' assemblies.
Art. 142. In no case may the capital companies make loans or advances on the shares they issue.
Art. 143.-The administrators who contravene the provisions of the two preceding articles shall be personally and severally liable for the damages caused to the company or its creditors.
Art. 144.-The action is the title necessary to accredit, exercise and transmit the quality of the shareholder. It shall be governed by the provisions relating to securities which are compatible with their nature and which are not amended by this Section.
However, companies of capital may issue definitive certificates representing one or more actions, in which case they will be equated in all actions.
Art. 145. The actions shall confer equal rights. However, in social writing it can be stipulated that capital is divided into several classes of actions, with special rights for each class, always observing the provisions of article 36.
Art. 146.-The material display of the securities is necessary for the exercise of the rights it incorporates, but may be replaced by the presentation of a record that they are held by a credit institution of the country or by certification of that the titles are available to an acting authority.
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Art. 147.-If the shares are nominative, to exercise the rights of participation in the general meetings of shareholders and, in general, in the social administration, it is sufficient that the partner appears registered as such in the Book of Register of Shareholders.
Art. 148.-Titles must be issued within a period not exceeding one year, counted from the date of the registration of the social deed in the Trade Register.
Provisional certificates may be issued, for be redeemed for the final titles.
The duplicates of the programme in which the subscriptions have been collected shall be exchanged for final titles or provisional certificates, within a period not exceeding two months from the date of the date of the social writing. Duplicates will serve as provisional certificates as long as these or the definitive titles are not delivered.
Final titles must not be issued prior to the registration of the company in the Register of Commerce
Art. 149.-The titles of the shares and the provisional or definitive certificates must contain:
I-The name, address and term of the company.
II-The date of the public deed, the name of the Notary that authorized it and the details of the registration in the Register of Commerce, although these may be omitted from the provisional certificates, if the registration has not been effected.
III-The name of the shareholder, in the event that the titles are nominative.
IV-The amount of the share capital, the total number and the nominal value of the shares.
V-The series and number of the action or certificate, with an indication of the total number of shares corresponding to the series.
VI-Calls on the value of the stock to have been paid by the shareholder, or the indication of being fully paid.
VII-The firm of the administrators who in accordance with the social deed must subscribe to the title.
The titles shall also contain the principal rights and obligations of the holder of the shares and, where appropriate, the limitations of the right of voting; leaving sufficient space for endorsements.
IN CASES OF REDUCTION OR INCREASE IN CAPITAL SOCIAL, THE NEW AMOUNT OF THE SHARE CAPITAL MUST BE INCORPORATED INTO THE SECURITIES, AS WELL AS THE NUMBER OF SHARES WHICH ARE IN CIRCULATION 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 SHALL BE ADDED TO THE TITLES, WITH THE DESIGNATION OF THE NUMBER OF MINUTES AND THE POINT IN WHICH IT IS RECORDED.
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IF THE REDUCTION OR INCREASE IN SOCIAL CAPITAL IS DECREED UNDER THE FIXED CAPITAL REGIME, ADD TO THE TITLES 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 REGISTER OF COMMERCE.
FOR THE INCORPORATION OF THE MODIFICATIONS TO THE TEXT OF THE TITLES TO BE CARRIED OUT UNDER THE CIRCUMSTANCES MENTIONED IN THE PRECEDING THREE POINTS, THE RULES LAID DOWN IN ARTICLE 151 SHALL BE OBSERVED. (20)
Art. 150.-The directors of the company and those responsible for the issue of the shares or certificates, when they are made by default of some of the requirements set out in the previous article or with infringement of other legal or legal provisions social writing, will respond in solidarity to the damages caused to their holders.
Art. 151.-The primitive titles must be redeemed and cancelled when for any reason the indications contained in them have to be modified.
However, these modifications may be affixed to the titles, provided they do not hinder their reading.
Art. 152.-The shareholders may legally require the issue of the provisional certificates and that of the final certificates, when the time limits provided for in the social writing or in the law are concluded.
Art. 153.-Titles may be nominative or bearer.
Art. 154.-The actions covered by nominative titles are transferable by endorsement, or by any other means provided for by the common law, followed by registration in the book that will have the effect of the society.
Unless otherwise agreed, the society does not respond to the authenticity of the signature of the endorser.
The actions covered by the bearer titles are transferable by the simple material delivery of the titles.
Art. 155.-Companies of capital issuing nominative shares shall keep a record of the shares, which shall contain:
I-The name and address of the shareholder; the indication of the shares in which the shares belong to him, the numbers being expressed, series, classes, and other particularities.
II-The calls that are made.
III-The transfers that are made.
IV-The conversion of the nominative shares in shares to the bearer.
V-The swaps of securities.
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VI-The levies affecting the shares and liens that will be placed on them.
VII-The cancellations of liens and liens.
VIII-The cancellations of the titles.
Art. 156.-The unjustified refusal of the company to register a shareholder in the registration of nominative shares, compels it in solidarity with its administrators to pay the damages that will be caused to that.
Art. 157.-Unless otherwise agreed, shareholders have the right, in proportion to their shares, to subscribe to those issued in the event of an increase in the share capital. This right must be exercised within 15 days of the publication of the respective agreement.
Art. 158.-In social writing, it can be agreed that the transfer of the nominative shares whose value is not fully paid, is only done with the authorization of the social administration. This clause will be stated in the text of the securities.
Fully paid shares, whether they are nominative or bearer, may be transferred without the consent of the company, even against the express agreement.
SECTION "C"
OF THE PREFERRED ACTIONS
Art. 159.-In the case of social writing, it may be established that the share capital is divided and represented by various classes of shares, determining, where appropriate, the rights and obligations which each class confers on its holders, in accordance with the provisions of the of this Code.
If you do not set various classes of actions in the social script, there will be a single class of them.
Art. 160.-Each action entitles a vote in the General Boards; however, in the constitutive writing, it is possible to establish the issue of preferred shares of limited vote, which will not vote in the ordinary meetings, but in the extraordinary ones. exclusively.
Art. 161.-No dividends can be allocated to ordinary shares, without the fact that a dividend of no less than six per cent on its nominal value is indicated to those of a limited vote. When in some social year no dividends are fixed, or the indicated ones are less than six percent, this will be covered, or the difference, in the following years with the indicated ranking.
In the social script it can be agreed that to the Limited voting shares are set to be a dividend higher than ordinary shares.
The holders of limited voting shares have the rights that this Code confers on minorities to oppose the decisions of the boards of directors. In this context, the European Commission has made a number of important points in this respect.
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When the settlement of the company is made, the limited voting shares will be refunded before the ordinary.
When they cease to be distributed for more than three years, even if they are not consecutive, the preferred dividends to the shares of the limited vote shall be the right to vote and the other rights of the common shareholders. and keep them until the referred debit disappears.
Art. 162.-Whatever the restriction to the right to vote, it will produce the effect that the affected actions will enjoy the rights set forth in the previous articles.
Art. 163.-Within each category of shares, all shares will enjoy equal rights.
When there is no preferred option, all shares will have equal rights.
The distribution of profits in respect of the paying shares and, where applicable, of the social capital, will be performed in proportion to the displayed value of such actions.
SECTION "D"
SHAREHOLDER QUALITY
Art. 164.-The company must consider as a shareholder the registered as such in the respective register, if the shares are nominative, and the holder of these, if they are the bearer.
The shareholder will have as many votes as shares belong to him or represents.
Art. 165.-Every shareholder has the right to request that the general meeting meet for the approval of the balance sheet and the statement of profit and loss, deliberate and resolve the distribution of the profits that will result from it.
Art. 166.-The dividends of the capital companies will be paid in cash.
Art. 167.-The shareholder who in a given transaction is self-employed or otherwise interested in the interest of the company, will not have the right to vote on the agreements relating to that company.
The shareholder who contravene this provision will be responsible for damages, when with their vote the majority necessary for the validity of the agreement was reached.
Art. 168.-Administrators may not vote in resolutions relating to the approval of the balance sheet, statement of profit and loss and other documents relating to their management, as well as when referring to their own liability.
which contravene this provision, shall be liable for any damages caused to the company or to third parties.
The prohibition contained in this Article shall have no effect, when the administrators are the sole partners of the the company in question, or when its shares are equivalent to the 90's
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percent or more of social capital.
Art. 169.-It is void any covenant that restricts the freedom of vote of the shareholders, except that the constitutive writing limit the vote of those actions that are not fully paid, and without prejudice to the provisions of the previous section.
Art. 170.-The rights conferred on the shareholder by the Law cannot be unknown or limited in the social pact, except that the same law expressly provides for the possibility of its deletion or limitation.
The rights conferred on the shareholder in the social pact may only be suppressed or limited in subsequent reform, if all the requirements laid down in this Code for its reform have been met and, where appropriate, those expressed in the following article.
Art. 171.-In the event that there are several categories of shareholders, any proposal that may prejudice the rights of one of them must be approved by the category concerned, meeting in Special Assembly.
Art. 172.-The shareholders ' creditors may proceed, in accordance with the common law, to make payment of their claims, to the embargo and to repurchase the shares.
The seizure of the registered shares is effected, by virtue of a court order, through its Record in the Shareholders ' Record Book that takes the company. The company is obliged not to register any transfer or charge of such shares until the embargo is brought up judicially, to which effect the Judge to whom the execution was followed must free the corresponding trade.
(a) the debtor's title or award of the shares, the securities held by the debtor shall be void and shall be issued to the office of the recipient or the successful tenderer, for which the court shall free the company of its own office.
SECTION "E"
INCREASE IN SOCIAL CAPITAL
Art. 173.-Society may agree to increase social capital. The increase can be done by issuing new actions or by raising the value of the already issued.
Art. 174. The company may not issue new shares, as long as the previously issued shares have not been fully paid.
Art. 175.-If the shares have been put up for sale by the company, with overpricing, it will be fixed by the general meeting and will enter the legal reserve.
Art. 176.-THE CAPITAL INCREASE AGREEMENT SHALL BE PUBLISHED FOR ONCE IN A NATIONAL CIRCULATION JOURNAL AND IN THE OFFICIAL JOURNAL, IF THE CIRCUMSTANCES SPECIFIED IN ARTICLE 177 (2) AND FOR THE SOLE PURPOSE OF GUARANTEEING THE RIGHT ARE NOT GIVEN. OF PREFERENTIAL SUBSCRIPTION REGULATED IN ART. 157. (20)
The agreement will be taken by the general meeting of shareholders, in special session especially
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called for the effect and with the favorable vote of three-quarters of the shares. The social pact may increase the proportion of shares required, but not decrease it.
The shareholder to whom the right of preferential subscription referred to in Article 157 is unknown may require the company to cancel the shares. shares subscribed to their detriment by those who acquired them without the right and issue the corresponding securities in their favour.
If it is not possible to cancel shares, it is not possible to determine who acquired them unduly, the shareholder the injured party will have the right to require the administrators to sell their own shares the amount equal to that which it ceased to acquire, for the same price agreed for the subscription or may ask to be resarsed from the damages and losses which it will suffer, which in no case shall be less than twenty per cent of the nominal value of the actions that you could not subscribe without your fault.
Art. 177.-Translate 15 days after the publication referred to in the previous article and having subscribed to all the shares, the deed of increase of the share capital shall be granted, which shall be entered in the Register of Commerce.
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, AND THE CIRCUMSTANCES MUST BE STATED IN THE SAME CIRCUMSTANCES. MENTIONED IN ARTS. 178 AND 179, IN ACCORDANCE WITH THE FORM OF PAYMENT OF THE CONTRIBUTIONS AGREED TO THE GENERAL MEETING. (20)
Outside the previous case, the subscription of new shares shall be made in accordance with the rules of the simultaneous constitution, if the time limit for the subscription of the capital is up to one month; and with those of the successive one, if that period is greater.
The capital increase will take effect from the date of the registration of the corresponding write in the Trade Register.
Art. 178.-The payment of the contributions to be made by the subscription of new shares, may be carried out:
I-In cash or in kind; if the general meeting has approved the latter, it must fix in what consists the species, the person who has to provide them and the shares to be delivered instead.
II-For compensation of claims against the company, its bondholders or other creditors.
III-By capitalization of reserves or profits.
The board that will agree the increase of capital will establish the bases to carry out the previous operations. Where the capital increase is made by way of compensation, the final amount may be lower than the projected figure, if any obligationist or creditor does not accept the conversion of its credit.
IF THE INCREASE IN SOCIAL CAPITAL AGREED MAKE MODIFICATION NECESSARY
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OF THE SOCIAL PACT, CASH CONTRIBUTIONS SHALL BE MADE IN THE MANNER PROVIDED FOR IN ART. 195, RELATING THE NOTARY TO 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 MUST EXPRESS THE MEANS USED TO FORM AND PAY THE CAPITAL INCREASE DECREED, THE NUMBER OF NEW ACTIONS ISSUED, AS APPROPRIATE, AS WELL AS THE AMOUNT OF SHARES CORRESPONDING TO EACH SHAREHOLDER, WITH AN INDICATION OF THE PERCENTAGE OF PARTICIPATION IN THE NEW SOCIAL CAPITAL. THE EXTERNAL AUDITOR OF THE COMPANY WILL CERTIFY THESE CIRCUMSTANCES AND THE NOTARY AUTHORSHIP OF THE RESPECTIVE MODIFICATION DEED, WILL RELATE THE CERTIFICATION, AND MUST ADD IT TO THE FILE OF ANNEXES OF ITS PROTOCOL. (20)
Art. 179.-WRITING OF CAPITAL INCREASE MAY BE ENTERED UNTIL THE SUBSCRIBERS OF THE NEW SHARES HAVE PAID 25% OF THE AMOUNT OF THE NEW SHARES, OR THE HIGHER PERCENTAGE THAN THE SOCIAL DEED DETERMINES, OR THEIR AMOUNT TOTAL, IF THEY HAVE TO BE PAID IN KIND. (20)
The payment of shares with credits, in the case of ordinal II of the previous article, shall be considered as cash payment.
IN FIXED CAPITAL COMPANIES, PAYMENTS IN KIND SHALL BE MADE IN THE MANNER PROVIDED FOR IN ART. 196. THE TRANSFER OF THE GOODS SHALL BE ENTERED IN THE SAME INSTRUMENT OF THE AMENDMENT, WHICH SHALL BE ENTERED IN ANY CASE IN THE TRADE REGISTER AND IN THE REGISTER OF THE ROOT PROPERTY AND MORTGAGES, WHERE THE TRANSFER FALLS ON IMMOVABLE PROPERTY. (20)
IN COMPANIES SUBJECT TO THE VARIABLE CAPITAL REGIME, PAYMENTS IN KIND WILL BE MADE WHEN THE TRANSFER CONTRACTS ARE FORMALISED. (20)
IN ANY CASE THAT FOR THE INCREASE IN SOCIAL CAPITAL HAS PAID ONLY TWENTY-FIVE PERCENT OF THE RESPECTIVE AMOUNT OR THE PERCENTAGE THAT THE SOCIAL DEED DETERMINES, THE CAPITAL OF INSOLUTE MUST BE FULLY PAID IN THE PERIOD OF ONE YEAR FROM THE DATE ON WHICH THE CAPITAL INCREASE DEED HAS BEEN ENTERED IN THE TRADE REGISTER, IF THE COMPANY IS A FIXED CAPITAL, OR AS OF THE DATE OF THE INCREASE AGREEMENT OF THE GENERAL MEETING OF SHAREHOLDERS, IF THE SOCIETY IS OF VARIABLE CAPITAL. (20)
Art. 180.-The increase in social capital by raising the value of the shares requires the unanimous consent of all shareholders, if they are to make new contributions in cash or in kind; but it may be agreed by the majority envisaged for the modification of the social deed, if the new contributions, are made by capitalization of reserves or profits.
The shareholder who has not attended the meeting that approves the capitalization of profits or that has voted against, it may require that its share in such profits be delivered to him in cash. In this case, the company may dispose of the shares, subject to the provisions of Article 141 (2).
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SECTION "F"
DECREASE IN SOCIAL CAPITAL
Art. 181.-The reduction agreement must be taken by the general meeting of shareholders, with the same requirements as the agreement of the increase, and, moreover, must be fulfilled with the formalities indicated in article 30.
Art. 182.-The reduction of the capital may not take effect until all the debts and liabilities outstanding at the date of the agreement are settled and paid, unless the company obtains the prior written consent of its creditors.
However, the managers may immediately comply with the agreement to decrease, if the asset of the company exceeds the liability in double the amount of the agreed decrease. In this case, the creditors of the company may require the immediate payment of their claims, even if the time limits have not expired.
IN ANY CASE, THE EXTERNAL AUDITOR OF THE COMPANY SHALL PREPARE, AFTER VERIFICATION, AN INVENTORY THEY WILL APPRECIATE THE SOCIAL GOODS AT THE AVERAGE PRICE IN PLAZA, ISSUING CERTIFICATION OF THE SAME; THEY MUST SEND THIS CERTIFICATION WITHIN THREE WORKING DAYS OF BEING MADE TO THE OFFICE THAT EXERCISES THE SUPERVISION OF THE STATE. THE NOTARY AUTHORITAIRE OF THE CORRESPONDING SOCIAL DEED MUST RECORD IN THE SAME INVENTORY. (16)
Art. 183.-All the requirements laid down in the foregoing provisions shall be fulfilled, the writing of the reduction of the share capital shall be granted, which shall be entered in the Register of Commerce. The decrease in capital will take effect from the date of registration.
Art. 184.-When the value of the shares is not in accordance with Article 129, the general meeting shall take the necessary steps to make the corresponding mergers and adjustments.
The company shall make the holders of the shares present within a period of not less than six months in order to carry out the corresponding exchange. If, within that period, they are not filed, the company must cancel them and make the new ones available to the shareholders.
Art. 185.-In the case of reduction of the share capital by means of amortisation of the shares, the designation of those to be cancelled shall be made by lot, with the intervention of a representative of the Office exercising the supervision of the State. to get a notarial record of all this. Unless otherwise provided in the social pact, the depreciation value of each share shall be the result of the division of the social having according to the last balance approved by the general meeting, between the number of shares outstanding.
Art. 186.-In the cases of Article 139 and the second indent of Article 141, as long as the reduction of capital is to be made by law, the requirements laid down in the preceding Articles shall be observed, with the modifications indicated in the present.
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Administrators will legally convene a general meeting of shareholders to account for the the obligation to reduce capital. Such a meeting cannot take any agreement against the law; it will be extraordinary, especially called for, and will have validity whatever the number of actions that are represented.
If the administrators do not proceed to comply with the requirements for the reduction of capital immediately which is compulsory, or if the reduction cannot be carried out in accordance with the requirements of Article 182, the company shall be regarded as irregular and the provisions of this Code shall apply to companies whose social writing does not fill the requirements that the Law requires for those of its class, for missing capital payments.
During the time that the Judge points to the society to regularise and avoid its liquidation, the actions that should be cancelled may be acquired only by shareholders.
SECTION "G"
DISSOLUTION
Art. 187.-Capital companies are dissolved by any of the following reasons:
I-Expiration of the period indicated in the social deed, unless the general meeting of shareholders agrees to the extension of the same, with the requirements required to modify the social pact.
II-Impossibility to carry out the main purpose of the company or consummation thereof, unless the general meeting of shareholders agrees to change the purpose, observing the legal requirements.
III-Loss of more than three quarters of the capital, if shareholders do not make contributions
iv) the general meeting of shareholders, in particular in special session, in particular called for, and with a favourable vote of three-quarters of the members of the European Parliament. actions. The social pact can increase, but not diminish, the proportion of actions required in this case.
The society also ends with the court ruling declaring its dissolution and ordering its liquidation, in the cases referred to in the Chapter XII of Title II of the First Book of this Code, and by merger with other societies. In such cases, the effects of the dissolution shall be governed by the relevant provisions of this Title.
Art. 188.-THE DISSOLUTION SHALL NOT BE AUTOMATIC. THE FIRST FOUR DISSOLUTION GROUNDS INDICATED IN THE PREVIOUS ARTICLE SHALL BE RECOGNISED BY THE SHAREHOLDERS IN GENERAL MEETING. THE CERTIFICATION OF THE DISSOLUTION AGREEMENT WILL BE ENTERED IN THE TRADE REGISTER AND WILL HAVE ITS EFFECTS FROM THE DATE OF REGISTRATION. (20)
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Art. 189.-If there is a cause of dissolution and the general meeting shall refuse to recognize it or not be convened for that purpose, any of the members or any person who is interested in it, may legally require that the company be declared dissolved. If the cause is one of those referred to in the first three ordinals of Article 187, the Office that exercises the supervision of the State, as soon as it becomes aware of the causation, will give an account to the Office of the Prosecutor General of the Republic and will ask that In order to formalize the extension of the social period, the change of purpose or the reimbursement of the minimum capital required by the law, it will not be less than one month and no longer than three months. After this period has expired without the society having remedied the deficiency, the Prosecutor General's Office will have to promote the dissolution trial.
PRIOR TO ISSUING THE JUDGMENT THAT DECREES THE DISSOLUTION, THE JUDGE WILL HAVE TO REQUEST A REPORT TO THE TAX ADMINISTRATION ON THE STATE OF SOLVENCY AND TO THE TRADE REGISTER, ON THE FULFILMENT OF THE PROFESSIONAL OBLIGATIONS OF THE COMPANY ' S TRADER, WHICH SHALL BE RENDERED WITHIN A THIRD DAY OF THE FOLLOWING OF ITS RECENT. THE JUDGE SHALL GIVE THE JUDGMENT DECLARING THE COMPANY TO BE DISSOLVED, HOWEVER THE REPORTS SHALL REFLECT OUTSTANDING OBLIGATIONS, WHICH SHALL SUBSEQUENTLY BE GIVEN IN THE ACT OF SWEARING IN OF THE RESPECTIVE LIQUIDATORS, SUCH OBLIGATIONS FOR THE PURPOSES OF SETTLEMENT. THE CERTIFICATION OF THE EXECUTING JUDICIAL JUDGMENT THAT DECREES THE DISSOLUTION, WILL BE ENTERED IN THE TRADE REGISTER AND WILL TAKE EFFECT FROM THE DATE OF ITS REGISTRATION. (20)
Art. 190.-Articles 64 and 65 of this Code are applicable to the capital companies.
CHAPTER VII
ANONYMOUS COMPANY
SECTION "A"
GENERAL PROVISIONS
Art. 191.-The public limited company shall be constituted under name, which shall be formed freely without limitation other than that of any other existing company and shall be immediately followed by the words: "Company Anonima", or its abbreviation: "S.A. " The omission of this requirement entails unlimited and joint liability for shareholders and administrators.
Art. 192. TO PROCEED WITH THE FORMATION OF AN ANONYMOUS COMPANY, IT IS REQUIRED:
I-THAT THE SOCIAL CAPITAL IS NOT LESS THAN TWO THOUSAND DOLLARS OF THE UNITED STATES OF AMERICA AND THAT IT IS FULLY SUBSCRIBED.
II-TO PAY IN CASH, AT LEAST, FIVE PERCENT OF THE VALUE OF EACH STOCK 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. (16) (20)
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Art. 193. The public limited liability company shall be constituted by public deed, which shall be granted without further formalities when carried out by the simultaneous foundation; or after filling the formalities established by this section, if the capital is formed by subscription Successive or public. All without prejudice to the provisions of Art. 25 of this Code.
Art. 194.-The constitutive writing of the public limited company must express, in addition to the requirements required under Article 22:
I-The subscription of the shares, with an indication of the amount that has been paid from the capital.
II-THE MANERA AND THE PERIOD 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 DEED OF INCORPORATION IN THE TRADE REGISTER. (20)
III-The number, nominal value and nature of the shares in which the share capital is divided.
IV-Where applicable, the determination of the rights, prerogatives and limitations on preferred shares.
V-All relating to other equity securities, if the existence of such shares is agreed.
VI-The ability of shareholders to subscribe to any additional contributions or capital increases.
VII-The way in which the shares are to be chosen persons to be exercised by the administration and the audit, the time required to last in their duties and the way to provide vacancies.
VIII-The deadlines and form of convocation and celebration of ordinary general meetings; and the cases and the way to convene and celebrate the extraordinary ones.
IX-THE FULL NAME, PROFESSION OR TRADE, ADDRESS AND NATIONALITY OF THE PERSONS TO BE CHARGED BY THE ADMINISTRATIVE BODY. (20)
THE OMISSION OF THE PROVISIONS OF THIS ARTICLE PRODUCES NULLITY OF THE DEED, 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. (20)
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. (20)
Art. 196.-CONTRIBUTIONS IN KIND SHALL BE MADE ACCORDING TO THE VALUE PREVIOUSLY MADE BY AUTHORIZED AUDITOR, ISSUING CERTIFICATION OF THE SAME, AND MUST SEND
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SUCH CERTIFICATION WITHIN THREE WORKING DAYS OF BEING EFFECTED, TO THE OFFICE THAT EXERCISE SURVEILLANCE OF THE STATE. THE NOTARY AUTHORITAIRE OF THE CORRESPONDING SOCIAL DEED MUST STATE IN THE SAME SAID VALUE. (16)
Art. 197.-Where the public limited liability company is to be constituted by public subscription, the founders shall submit to the office exercising the supervision of the State, a programme with the draft social writing project which meets the requirements mentioned in the Article 194, with the exception of those which, by the very nature of the successive foundation, cannot be entered in the programme.
THE OFFICE, BEFORE THE APPROVAL OR NOT OF THE PROGRAMME, SHALL BE SATISFIED WITH THE TOTAL SUBSCRIPTION OF THE PLANNED CAPITAL. (16)
Art. 198.-Approved the program, a copy of the program will be deposited in the Register of Commerce, accompanied by the authorization of the respective Office, in order to offer the public the subscription of shares. The copy that is deposited must be entered in the notarial act.
All the propaganda that is made to obtain subscriptions must be approved in advance by the Office.
Art. 199.-Each subscription will be collected in duplicate in copies of the program, and will contain:
I-The name and address of the subscriber.
II-The amount of the shares subscribed; their nature, category and value.
III-The form and time limits on which the subscriber is obliged to pay the first exhibition.
IV-The determination of the goods other than the money, when the shares are to be paid with them.
V-The way to make the call for the general meeting constitutive and the rules according to which it must be held.
VI-The date of the prescription.
VII-The statement that the subscriber knows and accepts the draft of the deed and that of the Statutes, if any.
VIII-The circumstance of being made the deposit of the program in the Register of Commerce.
The founders retain a copy of the subscription and deliver the duplicate to the subscriber. The signatures for each subscription will be authenticated.
Art. 200.-The founders shall be prohibited from receiving any of the amounts required by the subscribers to display in cash, in accordance with the numeral III of the previous article, which shall be deposited in cash. the banks appointed to the effect, to be delivered to the representatives of the society, once it has been constituted.
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Art. 201.-The contributions in kind will be formalized when the society is established; but when the subscription is made, a promise of contribution, with the legal formalities, will be granted in a document that is enforceable.
Art. 202.-If a subscriber fails to contribute, the founders will be able to take legal action against them or to have the actions and, in both cases, the compensation of damages.
Art. 203.-All shares must be subscribed within the term of one year, counted from the date of the deposit of the program, unless a shorter period is fixed in the program.
Art. 204.-If the period laid down in the program or the legal fixed in the preceding article is expired, the social capital shall not be fully subscribed, or for any reason the company shall not be constituted, the subscribers shall be detached from its obligations and the banking institutions shall return the amounts they have deposited. Promises of in-kind contributions will be left without any value.
Art 205.-Subscribe to the social capital and made the legal exhibitions, the founders, within a period of fifteen days, will publish the call for the meeting of the board (a) the provisions of Article 228 (2) of Regulation (EC) No 2118; (2) and (3) of the Treaty on European Union.
Art. 206.-The constitutive general meeting shall be recorded in a notarial act and shall be initiated with the election of a president and a secretary for the session, and shall have as its object:
I-Check that all the requirements of the law have been met and those listed in the program.
II-Check the existence of the first exhibition of the capital prevented in the project.
III-Examine, and if necessary approve, the value of the goods other than the money that one or more partners have been obliged to contribute. Subscribers shall not be entitled to vote as regards the acceptance of the value of their contributions in kind. All without prejudice to the provisions of Article 196 of this Code.
IV-Decide on the participation that the founders would have reserved in the utilities.
V-Make the choice of the administrators and the auditor to function during the period indicated by the writing, with the designation of those of the first ones to use the social signature.
VI-Approve the project of the writing of the constitution of the society and have its protocolization designating the persons who are required to grant the instrument to Notary, on behalf of shareholders.
SECTION "B"
OTHER PARTICIPATION TITLES
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Art. 207.-They are founders of a public limited company:
I-The signatories of the program, if the society was constituted in succession or public form.
II-The grants of the writing of the constitution of the society, if this was constituted in form concurrent.
Art. 208.-The acts performed by the founders of a public limited company shall not bind the company unless they are approved by the general meeting. Except those that are necessary for the constitution of society are excepted.
Art. 209.-The founders cannot stipulate in their favour benefits that compromise the social capital. Any pact to the contrary is null.
Art. 210.-The participation granted to the founders in the annual liquid profits shall not exceed 10% of the same, nor may it cover a period of more than ten years from the date of the formation of the company. This participation may not be covered but after having paid shareholders a six percent dividend, at least, on the value of their shares.
Art. 211.-To credit the participation referred to in the previous article, founder bonds will be issued.
The founder's bonds only confer the right to receive the participation in the liquid utilities that express and for the time indicate. They do not give the right to intervene in the administration of society, nor will they be able to become actions, nor do they represent participation in the social capital.
Art. 212.-Founder bonuses may be nominative or bearer; they must contain:
I-The expression "Founder's Bonus" in visible characters.
II-The name, address, term, capital of the company, date of the social deed, name of the Notary to whom it was granted and the data relating to its registration in the Trade Register.
III-The number of the bond and the indication of the total of the issued.
IV-The participation corresponding to the bond in the utilities and the lapse in which it must be paid.
V-The indications that under the laws must contain the actions, as appropriate.
VI-The signature of the administrators who must subscribe to the document in accordance with the statutes.
Art. 213.-The holders of founder's bonds shall be entitled to exchange their securities for other securities representing different denominations, provided that the total participation of the new bonds is identical to that of the redeemed.
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Art. 214.-The provisions of Articles 146, 148, 151, 152, 155 and 156 shall apply to the founder's bonds as soon as it is compatible with their nature.
Art. 215.-It may be stipulated in favour of the founders of the company or some of them, the grant of an extraordinary period for the payment of the shares which they have subscribed, which may not be greater than ten years, provided that they are simultaneously award founder's bonds and establish that the profits produced by these bonds may not be withdrawn by their holders, but must be paid automatically to the subscribed capital and owed by them. The founders, in order to enjoy the benefits established in this article, must have complied with the legal requirement to contribute at the time of the constitution of the company, the fourth part of the value of each of the shares subscribed by they; the founder's bonds referred to in this provision shall in no case exceed the percentage established in Art. 210 of this Code.
Art. 216.-Where social writing is prevented, in favour of persons who provide their services to the company, special securities shall be issued in respect of workers ' bonuses in respect of which the rules relating to the form, value and other specific conditions to be established. These bonds will always be nominative and may be issued as non-negotiable.
Art. 217.-For the amortization of shares with deliverables, when the social contract authorizes it, the following rules will be observed:
I-The amortization must be decreed by the general meeting, after the formulation of a balance sheet, to determine the actual value of the shares.
II-Only fully paid shares may be written off.
III-The acquisition of shares to amortize them will be done through a banking institution; but if the agreement of the In general, the price, determined on the basis of the balance sheet, shall be designated by draw, in which all the series will participate. A representative of the Office who exercises the supervision of the State shall be involved in the drawing-up, shall be kept on record in a notarial act and shall be published as a result.
IV-The titles of written shares shall be cancelled, and in their place, certificates of enjoyment may be issued, where the social writing is expressly prevented. In this case, the shares may be depreciated at face value.
V-The company shall keep at the disposal of the holders of the amortized shares, for the term of five years from the date of the publication to which it is refers to the ordinal III, the price of the shares drawn and, where appropriate, the certificates of enjoyment. If the holders of the amortized shares are not presented with the price and the certificates of enjoyment, the holder shall apply to the company and the latter shall be cancelled.
Art. 218.-The certificates of enjoyment confer the right to participate in the liquid utilities, after the actions have been paid not reimbursed the division indicated in the social script.
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In case of settlement, holders of certificates of enjoyment shall be awarded with the securities not reimbursed in the distribution of the social, after they have been fully returned to them, except that in the social contract a different criterion is established for the distribution of the surplus.
Art. 219.-Founder bonuses and worker bonuses may only be transferred with the authorization of the social administration unless they are issued on a non-negotiable basis.
When the former are the bearer, they do not need authorization to be transferred.
The founder's bonds referred to in Article 215 may only be transferred simultaneously and to the same persons to whom the payments to which they are paid are transferred.
The certificates of enjoyment may be transferred without the mentioned authorization, still against express pact to the contrary.
SECTION "C"
GENERAL SHAREHOLDERS MEETINGS
Art. 220.-The general meeting formed by the shareholders legally called and assembled, is the supreme organ of the society.
The faculties that the law or the social pact do not attribute to another organ of the society, will be of the competence of the board general. Its jurisdiction shall be exclusive in the cases referred to in Articles 223 and 224.
Art. 221.-The general meetings of shareholders are ordinary and extraordinary.
The constitutive boards and the special ones shall be governed, as applicable, by the rules given for the general meetings, unless otherwise provided by law.
Art. 222.-They are ordinary general meetings, which meet to deal with any matter other than those listed in Article 224.
Art. 223. The ordinary general meeting shall meet at least once a year, within five months following the closure of the social exercise and shall know, in addition to the matters included in the agenda, of the following:
I-THE MEMORY OF THE BOARD DIRECTIVE OR 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. (20)
II-THE APPOINTMENT AND REMOVAL OF THE ADMINISTRATORS AND THE EXTERNAL AND FISCAL AUDITORS, IF ANY.
FOR THE CASE OF APPOINTMENTS OF THE ADMINISTRATORS AND THE EXTERNAL AUDITORS AND THE PROSECUTOR, THE SECRETARY OF THE ORDINARY GENERAL MEETING, WHEN ISSUING
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THE CERTIFICATION OF THE RESPECTIVE ACT SHALL EXPRESSLY STATE THE ACCEPTANCE OF THE ELECTED ON THESE CHARGES.
IN ANY CASE, CERTIFICATES OF THE ACT IN WHICH AN APPOINTMENT OR REMOVAL OF THE ADMINISTRATORS OR OF THE EXTERNAL AUDITORS AND THE FISCAL AUDITORS ARE RECORDED, MUST BE ENTERED IN THE TRADE REGISTER, WITHIN TEN WORKING DAYS, NUMBERED FROM THE DATE OF THE RESPECTIVE AGREEMENT. (20)
III-THE EMOLUMENTOS CORRESPONDING TO THE ADMINISTRATORS AND THE EXTERNAL AUDITORS AND THE TAX AUTHORITIES, WHERE THEY HAVE NOT BEEN FIXED IN THE SOCIAL PACT. (20)
IV-THE RESULTS APPLICATION. (20)
Art. 224.-They are extraordinary general meetings, which meet to deal with any of the following issues:
I-Modification of the social pact.
II-Issue of negotiable obligations or bonds.
III-Depreciation of shares with the resources of the society itself and the issuance of certificates of enjoyment.
IV-The other matters that in accordance with the law or the social pact, must be known in extraordinary general meeting.
Art. 225.-The general meeting may designate special executors of their agreements.
Art. 226.-The rights of third parties and the rights of credit of the partners against the company cannot be affected by the agreements of the general meeting.
It shall be void, except in cases that the law determines, the agreements that abolish rights attributed by law to each shareholder or to minorities.
Art. 227.-The general meeting may take agreements validly, if their meeting and the adoption of these have been done in accordance with the provisions of this Code and those of the social pact.
Art. 228.-The general meeting shall be published 15 days in advance of the date indicated for the meeting, unless the social pact establishes a longer period.
The date of publication of the notice shall not be computed in this period, and the holding of the meeting.
When the actions are nominative, a notice addressed to the shareholders will also be sent.
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Are indispensable requirements of the call, under penalty of nullity:
I-The denomination of society.
II-The kind of board to which it is called.
III-The indication of the required quorum.
IV-The place, day and time of the meeting.
V-The place and the anticipation with which the deposit of the shares must be made, and the nomination of the person to extend the receipts for them, where necessary repository.
VI-The session agenda.
VII-The name and position of who or who signs the call.
Art. 229.-First and second convocation meetings will be announced in a single notice; the meeting dates will be separated, at least, for a period of twenty-four hours.
Art. 230.-The call for meetings must be made by the administrators or, if necessary, by the auditor.
S i agree the calls, preference will be given to the one made by the administrators and the respective ones will be recast calendars.
Art. 231.-Shareholders representing at least five percent of the share capital may request in writing, at any time, the directors, the convocation of a general meeting of shareholders, to deal with the matters they indicate on your request.
If the administrators refuse to make the call, or do not do so within 15 days of the receipt of the request, the call shall be made by the Judge of Commerce of the address of the company at the request of the shareholders concerned, with an audience for three days.
The Judge resolution, which supports or denies the call request, supports appeal.
Art. 232.-The request referred to in the preceding article may be made even by the holder of a single action, in any of the following cases:
I-When no meeting has been held for two consecutive years.
II-When the meetings held during that time have not met the matters referred to in Article 223.
If administrators refuse to call, or do not do so within the fifteen
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days since the request has been received, the request will be made to the competent judge to General meeting, after a three-day hearing of the administrators.
In this case, the Judge's decision does not support an appeal.
Art. 233.-By way of derogation from Article 228, the ordinary or extraordinary general meeting shall not be required if the shareholders or representatives of all the shares in which the share capital is divided are assembled, agree to install the board and unanimously approve the agenda.
Art. 234.-The general meeting may agree on its continuation in the following immediate days until the end of the agenda.
You may also, adjourn for once and for the term of three days. In this case, the meeting will resume as agreed.
No new call will be required for the sessions referred to in this article.
Art. 235.-The agenda must contain the relationship of the issues that will be submitted to the general meeting's discussion and approval, and it will be drafted by the person who makes the call.
Those who have the right to request the general meeting, the has also to ask for certain items to be listed on the agenda.
In addition to the issues included in the agenda and those referred to in Article 223, any others may be treated, provided that all actions are represented, Your discussion will be agreed unanimously.
Art. 236.-From the publication of the call, the books and documents related to the purposes of the meeting will be in the offices of the company, at the disposal of the shareholders, so that they can learn about them.
If the social pact Subject to the exercise of the rights to participate in the deposit of the securities of the shares with a certain amount of advance notice, the period of the call shall be fixed in such a way that the shareholders have at least eight days ' practice the deposit in question, which may be made in any banking institution, if not indicated a given in the call.
Art. 237.-The same board may deal with matters of an ordinary and extraordinary nature, if its convocation so expresses.
Art. 238.-Unless otherwise specified in the social pact, the ordinary or extraordinary meetings shall be chaired by the sole administrator or by the chairman of the board of directors and, in the absence of them, by whom he is appointed chairman of the the shareholders present.
He will act as the secretary of the session, that of the board of directors and, failing that, the one who chooses the shareholders present.
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Art. 239.-At the time indicated in the call, a list shall be drawn up of the shareholders present or represented and of the representatives of the shareholders, with an indication of their name, number of shares represented by each and, where appropriate, category of the same.
Before the first vote, the list will be displayed for examination and will be signed by the president, the secretary and the other concurrent.
Art. 240.-In order for the ordinary meeting to be considered legally at the first date of the convocation, at least half of the shares having the right to vote must be represented, and the resolutions shall be valid only when are taken by the majority of the votes present.
Art. 241.-If the ordinary general meeting meets on the second date of the convocation, due to the lack of quorum necessary to do so in the first, it shall be considered validly constituted, whatever the number of actions represented, and its resolutions will be taken by a majority of the votes present.
Art. 242.-The extraordinary meetings which are intended to resolve any of the matters referred to in Article 224 (II) and (III) shall be governed by the quorum and the proportion of votes necessary to form a resolution at first as on the second date of the convocation, by the provisions concerning ordinary general meetings.
Art. 243.-Extraordinary general meetings, which by law or the social pact are intended to resolve any matter other than those referred to in the preceding article, shall be governed by the following rules:
I-The quorum required for To be held in the first date of the convocation, it will be three-fourths of all the actions of the society, and to form resolution will need equal proportion.
II-The quorum necessary to hold a session in the second The date of the call shall be one half of the shares in the share capital. The number of votes needed to form resolution in these cases will be three-quarters of the shares present.
III-In case the session could not be held due to a lack of quorum, none of the dates of the call for new convocation under the general rules, which will not be able to be announced simultaneously with the previous ones and must also express the circumstance of being third convocation and that, consequently, the session will be valid whatever the number of actions represented. There will be resolution with the simple majority of votes of the actions present.
IV-In the extraordinary general meetings referred to in this article, all actions will have the right to vote, including those of a limited vote, even against a pact. otherwise.
V-Whenever the law determines special proportions for the issues to be dealt with
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in extraordinary general meetings, it will be understood that these will have application in the sessions of first call and that the sessions of subsequent calls will be governed by what is indicated in this article.
VI-The social pact may increase the proportions indicated in this article, but do not diminish them. Where the social pact increases such proportions by referring only to the majority of votes required to form a resolution and such a majority is higher than the legal quorum necessary to conclude the session, the social pact shall be deemed to have been also raised the amount required for the quorum up to the same level indicated for resolution; but the contrary provision is not understood.
Art. 244.-The disintegration of the quorum of presence referred to in Art. 239 of this Code shall not preclude the general meeting from continuing and may adopt agreements, if they are voted by the legal or contractually required majorities.
Art. 245.-Every shareholder has the right to ask at the general meeting, to whom it is appropriate, to be given reports related to the items under discussion.
Art. 246.-The minutes of the general meetings of shareholders shall be settled in the respective book; they shall be signed by the president and the secretary of the session or by two of the shareholders present to whom the board itself has commissioned the effect.
WHEN THE MINUTES COULD NOT BE SETTLED IN THE RESPECTIVE BOOK, THE DEVELOPMENT OF THE SESSION WILL SETTLE IN A NOTARY ' S PROTOCOL BOOK, LEAVING THE CAUSE THAT HAS MADE THE SEAT IN THE BOOK OF SOCIETY IMPOSSIBLE. THE NOTARY SHALL WITNESS ACCORDINGLY, THE GENERAL MEETING, WHICH MUST 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 CORRESPOND TO OR REPRESENT. THE NOTARY MUST ALSO ENSURE THAT THE CALLS ARE LAWFUL; 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. IT WILL MAKE AN EXACT LIST OF THE POINTS CONTAINED IN THE AGENDA AND THE AGREEMENTS THAT HAVE BEEN ADOPTED, WITH THE EXPRESSION OF THE PERCENTAGES OF ACTIONS PRESENT THAT THE LAW REQUIRES TO HAVE THE RESOLUTIONS VALID. (20)
Compliance with these obligations shall be jointly and severally liable to the chairman of the board, the administrators and the auditor.
A file shall be formed from each board containing: the documents justifying the calls were made with the necessary formalities, the original minutes of the quorum referred to in Article 239, the special representations given for the sitting, the deposit of shares in his case, and the other documents relating to that session.
Art. 247.-The resolutions legally adopted by the general meetings are mandatory for all shareholders even for the absent or dissident, except for the rights of opposition and withdrawal in the cases indicated by the law.
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Art. 248.-The general meeting agreements shall be void:
I-When the company lacks the legal capacity to adopt them, because they are not included in the social purpose.
II-When they violate the provisions of this Code.
III- When their object is illegal, impossible or contrary to good manners.
IV-When for their content they violate provisions dictated exclusively or mainly for the protection of the creditors of the society, or in attention to the interest public.
Art. 249.-The effects of nullity shall be governed by the provisions of the Civil Code.
Art. 250.-Shareholders of all kinds, even those of a limited vote, may formulate judicial opposition to the resolutions of a general meeting, provided that the action takes place at the following ends:
I-That the reason of the opposition is contracted to the violation of a legal precept or a stipulation of the social pact.
II-That it is not a matter of resolutions on the responsibility of the administrators or those in charge of the supervision.
To make use of this right, it will be necessary for him or the claimants not to have attended the contested meeting or to have voted against the
It is indispensable that in the lawsuit, the concrete concept of the violation is specified; and that the titles of the actions that the opponents represent are accompanied by it.
This action of the opponents, it prescribes in six months from the date of the termination of the respective general meeting.
Art. 251.-In any state of the case and at the request of an interested party, the Judge may suspend the enforcement of decisions whose invalidity has been brought under the jurisdiction of Articles 248 and 249, or to which opposition has been lodged. in accordance with the previous article.
Art. 252.-The claims of nullity or opposition shall be directed against the company, which shall be represented by the persons to whom it corresponds; but if these acts are female, the representation shall correspond to a special curator appointed by the Judge.
Art. 253.-The judgment given in the proceedings referred to in the foregoing articles shall have its effects not only against the company but also against the partners and the third parties.
In any event the acquired rights of the good faith by third parties, by virtue of acts performed in execution of the agreement.
SECTION "D"
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ADMINISTRATION AND REPRESENTATION
Art. 254.-The management of the public limited liability companies will be in charge of one or more directors, who may or may not be shareholders.
Directors will be elected by the general meeting, unless the social pact establishes that they will be special representative of the various categories of actions.
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 EXERCISE SHALL BE DETERMINED BY THE SOCIAL PACT, NOT BEING GREATER THAN SEVEN YEARS. UNLESS THERE IS AN EXPRESS AGREEMENT, THE DIRECTORS WILL BE REELIGIBLE. (20)
Art. 256.-When the management of the public limited liability company is entrusted to several persons, a board of directors must be established. If the number of directors exceeds two, one of them shall be entrusted with the office of president, who in the event of a tie shall decide with a vote of quality.
Art. 257.-In order to carry out the position of director, it is necessary to have the necessary capacity for the exercise of the trade and not to be understood between the prohibitions and incompatibilities that this Code establishes for it.
The position of director is personnel and will not be able to perform through a representative.
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 VOTES OF THOSE PRESENT.
NOTWITHSTANDING THE ABOVE, BOARD SESSIONS MAY BE HELD VIA VIDEO CONFERENCES, WHEN SOME OR SOME OF ITS MEMBERS OR MOST OF THEM ARE LOCATED IN DIFFERENT PLACES, WITHIN OR OUTSIDE THE TERRITORY OF THE Republic.
FOR THE PURPOSES OF THE FOREGOING PARAGRAPH, IT WILL BE THE RESPONSIBILITY OF THE SECRETARY-DIRECTOR TO RECORD BY ANY MEANS THAT THE TECHNOLOGY ALLOWS, THE VIDEO CONFERENCE AND TO MAKE A LITERAL TRANSCRIPT OF THE AGREEMENTS TAKEN, WHICH WILL SETTLE IN THE BOOK OF CORRESPONDING MINUTES, THE RESPECTIVE MINUTES MUST BE SIGNED AND A COPY OF IT, BY ANY SYSTEM OF TRANSMISSION, SHALL BE SENT TO ALL MEMBERS OF THE BOARD OF DIRECTORS, WHO MAY ALSO REQUIRE A COPY OF THE RESPECTIVE RECORDING.
IN SOCIAL WRITING IT IS POSSIBLE TO PROVIDE THAT EACH OF THE DIRECTORS OR SEVERAL OF THEM CORRESPOND TO CERTAIN ATTRIBUTIONS, PROVIDED THAT THE LIMIT OF THEIR FACULTIES IS FIXED. (20)
Art. 259.-In the social pact it can be established that the directors provide the guarantee that is determined in the same way, in order to guarantee the liabilities that they can contract in the performance of their position.
If the guarantee consists of the deposit of Society actions, this will be done in an
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banking establishment and, for the duration of such deposit, the shares shall be non-communicable.
Directors will not be able to take office while they have not surrendered this warranty. The offenders will respond unlimited and in solidarity with the company of the operations they have performed.
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 A MANAGER APPOINTED BY THE BOARD OF DIRECTORS. THE JUDICIAL REPRESENTATION OF THE COMPANY MAY ALSO BE PLACED ON THAT PERSON WHO IS THE NAME OF THE SOLE DIRECTOR OR THE BOARD OF DIRECTORS, WHERE APPROPRIATE, AND MUST BE CONFERRED ON A PERSON WITH THE AUTHORITY TO EXERCISE THE ATTORNEY ' S OFFICE AND FOR THE SAME PERIOD OF THE AUTHORITY. NAME. THIS REPRESENTATION SHALL HAVE NO MORE LIMITS THAN THOSE ENTERED IN THE RESPECTIVE CREDENTIAL, AND THE CORRESPONDING APPOINTMENT MUST BE ENTERED IN THE TRADE REGISTER FOR PURPOSES AGAINST THIRD PARTIES. (20)
Art. 261.-If the social pact authorizes it, the board of directors may delegate its powers of administration and representation to one of the directors or commissions it designates among its members, who must conform to the instructions they receive and periodically give account of its management.
Art. 262.-The social pact will establish the positions that will exist within the board of directors and the way to designate the persons to perform them. If it does not, the general meeting, when electing the directors, will make such a designation. If the general meeting does not do so, it shall be considered as the president, the first of the elected and the secretary, the second; and if these do not take over his duties, those who follow him in the order of his appointment.
Art. 263.-When the directors are three or more, the social pact shall determine the rights that correspond to the minority in its designation; but, in any case, the one representing at least twenty-five percent of the social capital present, shall appoint a third of the directors, who will occupy the last places in the directive, unless the social writing consignes greater rights for the minorities.
Only the appointment of the director or directors appointed by the directors may be revoked. minorities with the unanimous consent of these.
Art. 264.-THE GENERAL BOARD, IN CHOOSING THE ADMINISTRATOR OR ADMINISTRATORS OF THE COMPANY, IS OBLIGED TO APPOINT AT LEAST ONE ALTERNATE ADMINISTRATOR, UNLESS THE SOCIAL PACT REQUIRES A LARGER NUMBER.
TO FILL THE TEMPORARY OR FINAL VACANCIES OF ANY OF THE OWNERS ' 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 HIS APPOINTMENT OR THE OWNER OF THE OWNER TO WHOM HE WILL REPLACE.
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IN ANY CASE, THE RIGHT CONFERRED IN THE PREVIOUS ARTICLE, TO THE MINORITY OF SHAREHOLDERS REPRESENTING AT LEAST 25% 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 OF THE TRADE AND WILL BE VALID UNTIL THE SAME RECORD OF THE REGISTRATION OF THE REINSTATEMENT OF THE REPLACED OWNER MANAGER.
WHEN THE VACANCIES ARE FINAL, THE ABOVE RULES SHALL BE PROVISIONAL, AND THE GENERAL MEETING SHALL, AT ITS NEXT MEETING, DESIGNATE THE SUBSTITUTES DEFINITIVELY. NOTWITHSTANDING THE FOREGOING, THE SECRETARY-GENERAL SHALL ISSUE A CERTIFICATE OF AGREEMENT STATING THE MANNER IN WHICH THE BOARD OF DIRECTORS HAS BEEN RESTRUCTURED, WHICH SHALL BE ENTERED IN THE TRADE REGISTER. (20)
Art. 265.-Administrators shall continue to perform their duties even if the time limit for them to be appointed has been completed, as long as the substitutes are not chosen and the newly appointed are not in office.
HOWEVER IN THE PRECEDING PARAGRAPH, THE ORDINARY GENERAL MEETING SHALL HAVE THE OBLIGATION TO MAKE THE NEW APPOINTMENT OF ITS ADMINISTRATORS, AT THE LATEST WITHIN SIX MONTHS OF THE EXPIRY 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. (20)
Art. 266.-Administrators who incur liability will cease in the performance of their duties as soon as the general meeting resolves are legally required to do so.
Administrators removed due to liability will only be able to be reappointed in the event that the judicial authority declares the action against them unfounded.
Art. 267.-The loss of the qualities necessary for the performance of the office of administrator, declared judicially, produces the effect of removing from his office the affected one.
Art. 268.-THE RESIGNATION OF THE OFFICE 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 TRADE REGISTER. THE DIRECTORS SHALL PRESENT IT TO THE BOARD OF DIRECTORS AND THE SOLE ADMINISTRATOR TO THE RESPECTIVE ALTERNATE AND VICE VERSA. (20)
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 SOCIAL PACT IN ART. 258. (20)
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Administrators must abstain from voting resolutions on matters in which they are held by account (a) whether or not an interest contrary to the social interest, in accordance with the provisions of the second paragraph of Article 167, which will be applicable to them in the course of the conduct.
Irregularities in the functioning of the Board of Directors shall not be oponable to third parties in good faith, without prejudice to the responsibility of the directors vis-à-vis the society.
Art. 270.-The Board of Directors or the sole administrator may appoint one or more general or special managers, whether or not they are shareholders or members of the same board. Equal faculty will have the general meeting, when the social pact so provides.
The appointments of the managers may be revoked at any time by the same social body that appointed them.
Art. 271.-The managers will have the privileges entrusted to them and, within them, they will enjoy the widest powers of representation and execution.
If the privileges of the managers are not expressed, they will have those of a factor.
Art. 272.-Administrators and managers may, within their respective powers, confer powers on behalf of the company, without prejudice to what the social pact has in this respect. The proxies, when they have administrative powers, must meet the requirements necessary to exercise the trade.
THE EXERCISE OF THE JUDICIAL MANDATE DOES NOT REQUIRE PRIOR REGISTRATION IN THE TRADE REGISTER, EXCEPT FOR PROCEEDINGS BEFORE ESA OFFICE. (20)
Art. 273.-The position of manager is personal and cannot be performed by proxy; its exercise requires that the person appointed meets the requirements necessary to be a trader and that he gives the guarantee that he/she points out the social pact or the one that requires him the board of directors or the general meeting, if they deem it appropriate.
Art. 274.-Although the manager has been appointed by the general meeting or according to the social pact, it is up to the administrators to address and supervise their management, and they will respond to the damage that the manager's performance causes to the society, if You will be missing or blaming these duties.
Art. 275.-The administrators of the public limited companies are prohibited, be directors or managers:
I-Apply the common funds to their particular businesses, and use in these the social firm.
II-Do for the account of the society transactions of a different nature from the social purpose; such acts shall be regarded as an express violation of the terms of the mandate.
III-To exercise personally trade or industry equal to those of the company, or to participate in companies which Such trade or industry shall not be exploited in cases where special authorization is expressly provided for granted by the general meeting.
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IV-Negotiate on its own, directly or indirectly, with society, unless they are authorized for each operation, specifically and expressly, by the general meeting.
For the purposes of the previous ordinal, the provision of personal or professional services to the company shall not be considered as negotiation with the company, the remuneration perceived by them is within the limits of what is is usually paid for services of the same kind.
REPEALED PARAGRAPH (20)
Administrators of all classes will respond personally and in solidarity to the society and to third parties, of the acts executed in violation of the this article; this liability shall be exempt from administrators who have not taken part in the respective resolution or have protested against the agreements of the majority, on the spot or within a third day.
The prohibitions contained in the ordinals III and IV of this article are extensive to the spouses of the managers and managers, even if there is no spousal society.
Art. 276.-The directors are jointly and severally responsible for their administration, with the following exceptions:
I-In the cases of the delegation of their duties, provided that by the delegates there is no serious fault or no fault, harmful acts or omissions.
II-In the case of acts of delegated directors, the functions of which have been determined in the social pact or have been approved by the general assembly.
Art. 277.-The Director shall not be responsible for stating his inconformity in the minutes of the session in which the act in question was deliberate and resolved; or the manifest in writing within three days of having been aware of such a decision, when you have not attended the respective session.
Art. 278.-The responsibility of the administrators against the society will be extinguished:
I-For the approval of the annual memory in respect of the operations explicitly contained in it or in its annexes. The following cases are excepted:
a) Approval of the annual memory by virtue of non-veridic data.
b) If there is an express reservation agreement or exercise of the liability action.
II-When they have proceeded in compliance of general board agreements that are not notoriously illegal.
III-For the approval of the management or express waiver or transaction agreed upon by the general meeting.
Art. 279.-The responsibility of the administrators can only be required by agreement of the board
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general of shareholders, which will designate the person to exercise the corresponding action, except as provided in the following article, and by third parties harmed when the administrators have failed to comply with the obligations expressly imposed on them by this section.
When the action has been attempted, the withdrawal only can be remembered as an extraordinary general meeting.
Art. 280.-Shareholders representing at least twenty-five percent of the share capital may directly exercise civil liability action against administrators, provided that the following requirements are met:
That the lawsuit understands the full amount of the responsibilities in favor of the society and not only the plaintiffs ' personal interest.
II-That the actors have not approved the resolution taken by the general meeting of shareholders, in the virtue of which it was agreed not to proceed against the defendant administrators.
The goods which are obtained as a result of the claim, deducted the expenses of the judgment, will enter the social patrimony.
Art. 281.-If the company is in a state of bankruptcy, the liability action referred to in the preceding articles may be exercised by its creditors and, where appropriate, by the liquidee of the bankruptcy.
SECTION "E"
ANNUAL BALANCE AND MEMORY
Art. 282.-The public limited liability companies shall carry out at least one balance sheet at the end of the social year. The balance sheet must accurately contain the status of each of the accounts, the specification of the asset and liability, and the amount of profits or losses that have been recorded; it shall be accompanied by the respective state of profit and loss.
Art. 283.-THE GENERAL BALANCE SHEET, THE STATEMENT OF RESULTS AND THE STATE OF CHANGES IN THE ASSETS SHALL 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 THEY SHALL BE DELIVERED TO THE EXTERNAL AUDITOR WITH THE SUPPORTING DOCUMENTS SUPPORTING THEM, NO LATER THAN IMMEDIATELY AFTER THE END OF THE PERIOD STIPULATED. (20)
Art. 284.-The auditor, within thirty days of receipt of the balance sheet and annexes, shall formulate an opinion on the auditor with all the observations and proposals he deems appropriate.
Art. 285.-The administrative body shall, with its annexes and with the opinion, observations and proposals of the supervisory body, make the balance sheet available to the shareholders in the terms set out in the first paragraph of Article 236.
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Such documents shall be accompanied by an annual circumstantial memory concerning the management performed by the social administration during the financial year to which the balance sheet refers.
Art. 286.-In the respective general meeting the terms of the annual memory, its results and the other questions to be discussed, must be discussed if it is approved or rejected and to take the measures it deems appropriate.
PARAGRAPH REPEALED (12)
If the management is not approved, a new general meeting shall be convened for the corresponding effects.
ONCE THE BALANCE SHEET, THE STATEMENTS OF RESULTS AND CHANGES IN THE ASSETS, CERTIFIED BY THE AUDITOR, HAVE BEEN APPROVED, ACCOMPANIED BY THE CERTIFICATION OF THE APPROVAL OF THE GENERAL MEETING, THEY SHALL BE DEPOSITED IN THE RECORD OF TRADE FOR EFFECTS AGAINST THIRD PARTIES. ANY PUBLIC OR PRIVATE INSTITUTION THAT REQUIRES THE DISPLAY OF THE AFOREMENTIONED FINANCIAL STATEMENTS SHALL REQUIRE THE FILING OF THE DEPOSIT. EXCEPT FOR COMPLIANCE WITH THIS PROVISION TO THE MINISTRY OF FINANCE, ONLY FOR THE PURPOSES OF THE FILING OF INCOME TAX RETURNS, MAY BE REQUIRED FOR THESE PURPOSES DULY AUDITED FINANCIAL STATEMENTS, WITHOUT PREJUDICE TO THE FACT THAT, WITHIN ITS POWERS OF SCRUTINY, IT IS NECESSARY TO HAVE THOSE DEPOSITED IN THE REGISTER OF COMMERCE ON DISPLAY. (16) (20)
Art. 287.-Without prejudice to the right of the company and the shareholders in particular, in order to require the administrator or the auditor to be responsible, the failure to comply with the obligations relating to the balance sheet is a cause of removal contained in this chapter.
Art. 288.-The said auditor shall apply to the Board of Surveillance, when the social pact establishes such a body.
SECTION "F"
SURVEILLANCE
Art. 289.-The supervision of the public limited liability company shall be entrusted to an auditor appointed by the general meeting, which shall also indicate his remuneration. The auditor shall perform his duties by the time limit determined by the social pact and, failing that, by which he points out the general meeting in the act of appointment.
Art. 290.-THE AUDIT REFERRED TO IN THE PREVIOUS ARTICLE IS EXTERNAL. A SPECIAL LAW WILL REGULATE YOUR EXERCISE.
THE SURVEILLANCE OF THE PUBLIC ACCOUNTANTS WILL BE EXERCISED BY A SUPERVISORY BOARD THAT WILL HAVE THE ORGANIZATION AND POWERS THAT THE LAW WILL ENTRUST TO IT.
THE AUDITOR ' S CHARGE IS INCOMPATIBLE WITH THE ADMINISTRATOR, MANAGER, OR SUBALTERN EMPLOYEE OF THE COMPANY. THE RELATIVES OF THE MANAGERS OR MANAGERS OF THE SOCIETY CANNOT BE AUDITORS, WITHIN THE FOURTH DEGREE OF CONSANGUINITY
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OR AFFINITY SECOND. (2) (16)
Art. 291.-They are the powers and obligations of the auditor:
I-Ensure the constitution and validity of the company.
II-Ensure the constitution and subsistence of the guarantee of the administrators and take the necessary measures to correct any irregularities.
III-Require administrators a monthly balance of checking.
IV-Check the physical inventory of inventories.
V-Inspect once a month, at least, books and papers of the company, as well as the cash existence.
VI-Review the annual balance sheet, a corresponding report on the terms that the law establishes and authorize it when giving its approval.
VII-Submit to the knowledge of the social administration and make them inserted in the agenda of the general meeting of shareholders, the points that
VIII-Convocation the ordinary and extraordinary general meetings of shareholders, in the event of the failure of the administrators and in any other in which they deem it appropriate.
IX-Attend, with voice, but without vote, to the general meeting of shareholders.
X-In general, check at any time the operations of society.
Art. 292.-Any shareholder may denounce in writing to the auditor the facts which he considers to be irregular in the administration and he shall make mention of such complaints, in his reports to the general meeting of shareholders, and present the considerations and proposals that you consider relevant.
Art. 293.-The general meeting may remove the auditors at any time. You will also know about your resignations, licenses, or disabilities and will designate the substitutes or substitutes.
Art. 294.-If the social pact is determined, a supervisory board may be established. The way to integrate it and its faculties should be established in the same pact; but in spite of this, the appointment of the auditor will always be indispensable.
SECTION "G"
RESERVATIONS
Art. 295.-The provisions contained in Articles 123 and 124 of this Code are applicable to public limited liability companies.
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CHAPTER VIII
PARTNERSHIP BY ACTIONS
Art. 296.-In society in terms of actions, the partners are jointly and severally responding to the social obligations; the comanditarians are only obliged to limit the value of their actions.
Art. 297.-The share company is constituted under a social reason that is formed by the names of one or more other partners, followed by the words "and company" or other equivalents. The words "society in comandita" or its abbreviation "S." shall be added to the social reason. in C. ".
Art. 298.-The company in comandita by shares shall be governed by the rules relating to the public limited company, except as provided in the following articles.
Art. 299.-Any stipulation that restricts the liability of the members, will not have any value regarding third parties.
Art. 300.-The share capital will be divided into shares, of which each of the partners will subscribe one, at least. The actions of the individuals will be nominative and cannot be transferred without the unanimous consent of the members of their class and the absolute majority of the members.
The partners will be able to subscribe to other actions, in addition to which indicates the preceding paragraph, which will be in all equal to those of the comanditarians.
Art. 301.-The partners are obliged to administer the company. Regardless of their dividends, they will be entitled to the share of profits that the social pact sets, and in the event of its silence, to a quarter of those distributed among all the partners. If several, this participation will be divided between them according to convention, and in the absence thereof, in equal parts.
Art. 302.-In these companies, the person may be removed from the administration by agreement of the other members or of the general meeting of shareholders in which at least three quarters of the share capital are represented.
members removed under this agreement may withdraw from the company, obtaining the repayment of their capital, reserves and profits in the proportion that is derived from the last balance sheet. approved.
If the reimbursement that is authorized in the previous paragraph, will mean reduction of the capital
if the dismissal is not justified, the party has the right to demand, in addition, the payment of damages.
Art. 303.-The general meeting of shareholders may replace, in the manner indicated in the previous article, the dismissed, deceased or subject to interdiction. In the case of more than one, this substitution
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must be approved by the other communities.
Art. 304.-The partner or half plus one if they are several, have a right of veto on the resolutions of the general meeting of shareholders, unless it is the case referred to in Article 302 of this Code.
Art. 305.-They are applicable to this class of societies, the rules of the simple comanditaria in respect of the partners and the prohibitions and faculties of the comanditarians, provided that they do not object to the provisions of this chapter.
CHAPTER IX
VARIABLE CAPITAL REGIME
Art. 306.-Any kind of company may adopt the variable capital company regime. When this scheme is adopted, the social capital will be susceptible, either by increase in subsequent contributions or by the admission of new partners, or by a reduction in partial or total withdrawal of certain contributions, without any further formalities. In this chapter,
increase in capital by capitalization of reserves and profits or by revalidation of the asset, or the decrease in the capital itself, may also be understood within the system adopted in this chapter. de-valorization of the asset.
Art. 307.-The variable-capital companies shall be governed by the provisions corresponding to the kind of company concerned; and by those of the public limited liability company relating to the balance sheets, the responsibility of the administrators and the oversight of the auditor, except for the modifications set out in this Chapter.
Art. 308.-The words "variable capital" or its abbreviation "de C.V." shall always be added to the social reason or denomination of the company concerned.
Art. 309.-The social writing of any variable capital society must contain, in addition to the stipulations that correspond to the nature of the society, the conditions that are set for the increase and decrease of the social capital.
companies by shares, the social pact and, failing that, the extraordinary general meeting, will fix the increases of the capital, the same as the form and term in which the corresponding issue of shares must be made, in each case.
Art. 310.-In the limited liability company and in the case of shares, a minimum capital shall be indicated which shall not be less than the capital laid down in the corresponding articles. In companies on a collective name and on a simple form, the minimum capital may not be less than one fifth of the initial capital.
Companies shall be prohibited from announcing the capital whose increase is authorized, or simply the capital, without announcing at the same time the minimum capital. Administrators or any other civil servant who contravene this precept will be held unlimited and severally accountable
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for damages caused.
Art. 311.-In equity capital companies, these will always be nominative.
Art. 312.-Any increase or decrease in the share capital must be registered in a registration book that will have the effect of the company, which can be consulted by anyone who has an interest in it.
Art. 313.-The partial or total withdrawal of contributions from a partner shall be notified to the company and shall not take effect until the end of the current year, if the notification is made before the last quarter of that financial year; and until the end of the next exercise, if done later.
This notification must be either a judicial or a notarial act.
Art. 314.-Partners will not be able to exercise the right of separation when it has the effect of reducing to less than minimum the share capital.
CHAPTER X
MERGING AND TRANSFORMING SOCIETIES
Art. 315.-There is a merger when two or more companies make up a new one, or when an existing one absorbs another or another. The new company or the incorporated entity acquires the rights and contracts all the obligations of the merged or incorporated companies.
Art. 316.-When the merger of several companies has to be a different one, its constitution will be subject to the principles governing the constitution of the society to which it belongs.
If the merger is by absorption it must modify the writing of the incorporated society.
Art. 317.-The merger agreement must be taken by each company in the form which corresponds to the modification of its social pact and must be entered in the Register of Commerce of the domicile of each of the merging companies, marginally in the enrollments of the social scriptures of such societies.
The registration, the agreement and the last balance of the societies must be published.
Art. 318.-The merger will be executed after the ninety days of the aforementioned publications, provided that there is no opposition.
Within that period, all interested can oppose the merger, which will be suspended, as long as its interest sufficiently, in accordance with the judgment of the court hearing the application; but the guarantee will not be necessary if the new company or the new company offers it in itself, in a notorious manner.
If the judgment declares that the opposition is unfounded, the merger may take place as soon as that cause is enforceable.
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Art. 319.-The representatives of the merging companies shall draw up the new social pact or the necessary amendments to that of the acquiring company; the new covenant or amendments must be approved by the companies, with the same requirements for the merger agreement.
The execution of the merger will be for those who are specially appointed and, in default of designation, the directors of the companies to be merged.
THE MERGER WILL BE MADE RECORD IN MATRIX AND THE TESTIMONY OF THE SAME SHALL BE ENTERED IN THE REGISTER OF TRADE AND SHALL TAKE PLACE EFFECTS FROM THE DATE OF REGISTRATION. FOR THE PURPOSES OF REGISTRATION, THE REGISTRAR SHALL CHECK, AS APPROPRIATE:
(a) THAT IT IS NOT A MERGER SUBJECT TO NOTIFICATION, UNDER THE COMPETITION LAW;
(b) WHICH HAS THE APPROVAL OF THE COMPETITION SUPERINTENDENCE;
(c) THE NOTIFICATION OF THE LAW TO THE SUPERINTENDENCE OF COMPETITION HAS BEEN MADE, WITHOUT THE LATTER HAVING ISSUED ANY RESOLUTION WITHIN THE PERIOD STIPULATED IN THE COMPETITION LAW.
CONSEQUENTLY, AS LONG AS THE REGISTRATION IS NOT VERIFIED, THE MERGING COMPANIES WILL RETAIN THEIR LEGAL STATUS, AS IF IT HAD NOT BEEN CARRIED OUT. (18)
Hecha the registration, the legal status of the merged or incorporated societies will be extinguished.
Art. 320.-The partner who does not agree on the merger may withdraw; but his or her social participation and unlimited personal responsibility, if it is a collective or a joint partner, will continue to guarantee the fulfilment of the obligations
right of withdrawal of the partner entered in this article must be exercised within the 90-day period specified in Article 318.
Art. 321.-The partners of the merging companies that come to be partners of the new company or the absorber, will receive social participations or shares in the proportion equivalent to those that they previously had, except convention.
Art. 322. Any company of any kind that may be entitled to another legal type, as well as fixed capital, may be transformed into variable capital companies, and vice versa, provided that the requirements laid down in this chapter are met.
Art. 323.-The transformation agreement shall be taken by the company with the same requirements as any modification to the social pact.
If the transformation involves the conversion of the unlimited liability of one or more of the
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partners, with limited liability, these will continue to respond unlimitedly by all operations carried out before the validity of the processing agreement.
FOR THE TRANSFORMATION OF A COMPANY FROM A PERSON TO A CAPITAL COMPANY, A VALUE SHALL BE MADE IN ADVANCE BY THE AUTHORISED AUDITOR, ISSUING CERTIFICATION OF THE SAME, SHOULD SEND SUCH CERTIFICATION WITHIN THREE WORKING DAYS SUBSEQUENT TO THE OFFICE EXERCISING THE SUPERVISION OF THE STATE. THE SAME REQUIREMENT SHALL BE FULFILLED FOR THE IMPLEMENTATION OF THE MERGER OF COMPANIES OF THESE NATURES. THIS VALUE SHALL BE RECORDED IN THE CASE OF SOCIAL WRITING. (16)
Art. 324.-The execution of the processing agreement shall be made by public deed, which shall contain all the requirements required for the new form of society to be adopted and granted by the persons designated to do so, or in the absence of designation, by the administrators of the company to be transformed.
The transformation deed will be entered in the Trade Register and will take effect from the date of its registration.
While the registration is not verify, the transformed society will continue to be governed by the rules that were applicable before the transformation agreement.
Art. 325.-The new society will succeed in its right to the former, in its rights and obligations, considering that there has been no solution of continuity between the two.
CHAPTER XI
LIQUIDATION OF SOCIETIES
Art. 326.-The company shall be wound up; but it shall retain its legal personality for the purposes of this.
For its social reason or denomination, the sentence shall be added: "in liquidation".
TO WHOM THE APPOINTMENT OF LIQUIDATORS SHALL ALSO HAVE JURISDICTION TO FIX THE PERIOD WITHIN WHICH THE WINDING-UP IS TO BE CARRIED OUT, 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 REFERRED TO ABOVE. IT SHALL BE FOR THE GENERAL MEETING TO AGREE ON THE RESPECTIVE EXTENSIONS. SUCH AGREEMENTS SHALL BE ENTERED IN THE TRADE REGISTER. (20)
Art. 327.-The liquidation shall be carried out by one or more liquidators, who shall be administrators and representatives of the company, and shall respond personally to the acts they perform when they exceed the limits of their office.
Art. 328.-LACK OF PROVISION OF THE SOCIAL PACT, APPOINTMENT OF LIQUIDATORS
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WILL BE DONE 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 DONE IN THE TERMS SET OUT IN THE PREVIOUS PARAGRAPH, THE JUDICIAL AUTHORITY WILL DO SO, AT THE REQUEST OF ANY PARTNER OR THE ATTORNEY GENERAL OF THE REPUBLIC.
IN CASES WHERE THE COMPANY DISSOLVES BY VIRTUE OF JUDGMENT, THE DESIGNATION OF THE LIQUIDATORS WILL BE MADE BY THE JUDGE WITHIN THE FIFTEEN DAYS FOLLOWING THE ONE IN WHICH THE JUDGMENT IS FINAL AND IN THE ACT OF THE SWEARING IN OF THE LIQUIDATORS. LIQUIDATORS SHALL OBSERVE THE PROVISIONS OF ARTICLE 189 OF THIS CODE. (20)
Art. 329.-As long as the appointment of the liquidators has not been entered in the Register of Commerce and the liquidators have not entered office, the administrators shall continue in the performance of their duties, without prejudice to the responsibility of some or all of them. others, if the registration is not practiced by dolo or negligence.
Art. 330.-The liquidation shall be carried out in accordance with the rules laid down in the social pact and, failing that, in accordance with the agreements of the partners taken by the majorities necessary to amend the said pact and the provisions of this Agreement. chapter.
Art. 331.-The liquidators shall be appointed, the administrators shall give them all the goods, books and documents of the company. Such delivery shall be entered in a detailed inventory to be subscribed by both parties.
Art. 332.-The liquidators will have the following powers:
I-Conclude the social operations that have been left pending at the time of the dissolution.
II-CHARGE WHAT IS OWED TO THE COMPANY AND PAY WHAT IT OWES, TAKING IN IT COUNTS TAX OBLIGATIONS AND THOSE ARISING FROM THE FULFILMENT OF ITS MERCHANT OBLIGATIONS. (20)
III-Sell the assets of the company.
IV-Practice the final balance of the settlement, which shall be subject to the discussion and approval of the partners, in the form that corresponds to the nature of the company.
V- DEPOSIT IN THE TRADE REGISTER THE FINAL BALANCE SHEET, ONCE APPROVED BY THE GENERAL MEETING OF SHAREHOLDERS. THIS BALANCE SHEET SHALL BE PUBLISHED IN THE OFFICIAL TRADE REGISTER BODY FOR THE PURPOSES OF MATERIAL PUBLICITY. (20)
VI-LIQUIDATE EACH PARTNER THEIR PARTICIPATION IN THE SOCIAL. (20)
VII-Grant settlement writing and obtain registration in the Trade Registry.
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The liquidators are strictly prohibited, new social operations are initiated.
Art. 333.-For the duration of the liquidation process, the partners may agree on partial social benefits that are compatible with the interests of the company and its creditors. The agreement will be taken with the majority necessary to modify the social pact.
Art. 334.-The partial distribution agreement must be published in the same way and for the same purposes as the capital reduction agreement. The agreement may not be executed, until a time limit equal to that referred to in Article 30 has elapsed, with the same effects as those expressed therein.
Art. 335.-In the liquidation of the persons ' societies, once the social debts are paid, the remnant will be distributed among the members according to the following rules:
I-If the goods that constitute the social being are easily divisible, they will be divided into the proportion corresponding to the participation of each partner in the common mass.
II-If among the goods that constitute the social asset are found the same ones that were contributed by some partner or other of identical nature, such goods must be given preference to the partner who supplied them, if it can be realized comfortably and the social pact permits.
III-The goods will be split in the proportionally respective parts, compensating among the partners the differences that they have.
IV-Once the lots, the or the liquidators have been formed call the partners to a meeting, in which the respective project will be made known to them, and those members shall enjoy a period of eight working days from the date following the date of the meeting, in order to request modifications, if they are affected by their rights.
V-If the partners expressly demonstrate their formation, or if the time limit is indicate no comments, they shall be satisfied with the project and he or the liquidators shall make the respective award, giving, where appropriate, the documents that they have obtained.
VI-If during the period referred to in the The partners shall make observations on the draft division, the partners shall convene a new meeting within eight days, so that, by common agreement, the amendments to be made to the draft shall be made to the draft; and if it is not possible to obtain the agreement, he or the liquidators shall award the lot or lots for which it has disconformity, in common with the respective partners; and the resulting legal status between the successful bidders will be governed by the rules of the co-ownership.
Art. 336.-In the liquidation of the capital companies, the liquidators shall distribute among the partners the remaining, after the social obligations are paid, subject to the following rules:
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I-In the final balance sheet will indicate the part that corresponds to each partner in the social.
II-This balance sheet shall be published and left, as well as the papers and books of the company, at the disposal of the shareholders, who shall enjoy a period of 15 days from the last publication, in order to present their claims to the shareholders. liquidators.
III-After that period, the liquidators shall convene a general meeting of shareholders, to finally approve the balance sheet. This board will be chaired by one of the liquidators.
Art. 337.-AT THE SAME SESSION OF THE 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 SETTLED ARE NOMINATIVE, THE PAYMENTS REFERRED TO IN THE PRECEDING PARAGRAPH SHALL BE MADE IN FAVOUR OF THE LAST SHAREHOLDER WHO APPEARS RECORDED AS SUCH IN THE CORRESPONDING RECORD BOOK, CANCELLING IMMEDIATELY SUCH REGISTRATION, ALL WITHOUT PREJUDICE TO THE LIABILITY OF THE SHAREHOLDER TO WHOM THE SHARES HAVE BEEN LIQUIDATED, AGAINST THIRD PARTIES IN GOOD FAITH TO WHOM THE RESPECTIVE SECURITIES HAVE BEEN TRANSFERRED IN ADVANCE OF THE LIQUIDATION; OR CONSTITUTED LEVIES.
HOWEVER, IF IN THE BOOK OF SHAREHOLDERS ' REGISTRATION THERE HAVE BEEN ANY CHARGES AFFECTING THE SHARES AND THE LIENS THAT HAVE BEEN POSTED ON THEM, THE LIQUIDATORS SHALL PROCEED AS FOLLOWS:
I-IN CASE OF THE EXISTENCE OF LEVIES ON THE SHARES, THE SUMS WHICH WILL BE IN FAVOUR OF THE SHAREHOLDER AS A RESULT OF THE LIQUIDATION, WILL BE DEPOSITED IN A COURT WITH JURISDICTION IN COMMERCIAL MATTERS, IN FAVOUR OF THE SHAREHOLDER. THE JUDGE SHALL, WITHIN THE THIRD DAY OF THE ENTRY TO THE SECURED CREDITOR, VERIFY THE EXISTENCE OF THE GUARANTEED OBLIGATION, 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 CONSTITUTES 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 LIENS, THE SUMS THAT WILL RESULT IN THE SHAREHOLDER ' S FAVOR AS A RESULT OF THE LIQUIDATION SHALL BE MADE AVAILABLE TO THE COURT THAT HAS ORDERED THE SEQUESTRATION OF THE SECURITIES.
WHEN THE SHARES TO BE LIQUIDATED ARE THE BEARER, THE PAYMENTS REFERRED TO IN THE FIRST PARAGRAPH OF THIS ARTICLE SHALL ONLY BE MADE AGAINST THE DELIVERY OF THE SECURITIES. (20)
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Art. 338.-SUMS BELONGING TO THE SHAREHOLDERS AND WHICH CANNOT 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 SHAREHOLDER, IF THE ACTION IS NOMINATIVE, OR OF THE PERSON WHO HOLDS THE TITLE, IF IT IS THE BEARER, FOR THE PURPOSE OF WHICH ITS NUMBER SHALL BE INDICATED. THIS DEPOSIT SHALL BE MADE WITHIN THREE WORKING DAYS FROM THE DATE OF THE APPROVAL OF THE FINAL BALANCE SHEET. (20)
If five years elapse without any person claiming the delivery of the amounts deposited, the banking institution must deliver them to the public charity designated by the Secretariat of Public Health and Social Care.
Art. 338-A.-PAYMENTS MADE 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 TRADE REGISTER. (20)
Art. 339.-In whatever is compatible with the state of liquidation, the company will continue to be governed by the rules corresponding to its species.
The liquidators will be applicable to the rules concerning the administrators, with the limitations inherent in their character.
Art. 340.-DEBTS IN FAVOUR OF THE COMPANY, WHETHER CIVIL, COMMERCIAL, TAX OR OTHER, WHICH MAY NOT HAVE 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 PARTNER OR SHAREHOLDER IN THE CASE OF SOCIAL. LIKEWISE, THE SALE OF THE ASSETS OF THE COMPANY WHICH HAVE NOT BEEN POSSIBLE 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 THAT EACH PARTNER OR SHAREHOLDER SHOULD HAVE SOCIAL OWNERSHIP. THE LIQUIDATORS SHALL BE RESPONSIBLE FOR THE TRADITION OF THE DOMAIN REPRESENTING THE COMPANY, BOTH IN THE TRANSFERS OF RIGHTS AND IN THE PAYMENT OF GOODS.
THE NOTIFICATION OF THE TRANSFER OF CREDIT REFERRED TO IN THE PRECEDING PARAGRAPH MAY BE MADE BY PUBLICATION IN EXTRACT OF THE TRANSFER FOR ONCE IN TWO NATIONAL CIRCULATION PAPERS. THE SOCIAL DOCUMENTS, THE BOOKS AND THE PAPERS OF THE COMPANY, SHALL BE DEPOSITED IN A BANKING 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 THE CASE OF EXISTING CHARGES IN FAVOUR OF LIQUIDATED COMPANIES, THE PERSON CONCERNED MAY REQUEST HIS OR HER CANCELLATION TO THE OFFICE EXERCISING THE SUPERVISION OF THE STATE,
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WHICH WILL PUBLISH AN EXTRACT OF THE APPLICATION FOR ONCE IN TWO CIRCULATION PAPERS NATIONAL, AT THE EXPENSE OF THE PERSON CONCERNED. AFTER 15 DAYS FROM THE PUBLICATION, WITHOUT ANY OPPOSITION, THE OFFICE EXERCISING THE SUPERVISION OF THE STATE SHALL GRANT THE NECESSARY DOCUMENTS TO CANCEL THE CORRESPONDING CHARGE. (20)
Art. 341.-A society of persons is dissolved and all the partners agree on the way in which the social being is to be liquidated, they will be able to grant from then the writing of liquidation by the concurrence of all of them, provided that social debts are canceled.
Art. 342.-By registering in the Register of Commerce the deed of liquidation of a company, the inscriptions of the articles of incorporation and modification of the same and of its statutes shall be cancelled if any.
THE REGISTER OF COMMERCE IT SHALL COMMUNICATE, BY WAY OF ITS OWN INITIATIVE, THE REGISTRATION OF THE LIQUIDATION OF ANY COMPANY, TO ANY INSTITUTION WHICH, BY THE NATURE OF THE ACTIVITIES OF THE COMPANIES OF THE COMPANY LIQUIDATED, HAS GRANTED OPERATING AUTHORIZATIONS, TO END THAT THE CORRESPONDING RECORDS ARE CANCELLED. (20)
Art. 342-A.-THE EXTRAORDINARY GENERAL MEETING OF A COMPANY IN LIQUIDATION, MAY REVOKE THE PREVIOUSLY ADOPTED DISSOLUTION AGREEMENT, PROVIDED THAT THE CAUSATION INVOKED FOR THE SAME HAS DISAPPEARED OR HAS BEEN REMEDIED, AS APPROPRIATE, AND THAT THE PERIOD OF LIQUIDATION OR ANY OF ITS EXTENSIONS HAS NOT BEEN COMPLETED.
ENLISTING THE AGREEMENT OF REVOCATION OF DISSOLUTION IN THE REGISTER OF COMMERCE, THE NORMALIZED SOCIETY MAY INITIATE NEW OPERATIONS, CEASING IN ITS FUNCTIONS THE LIQUIDATORS, WHO WILL RETURN TO THE GENERAL MEETING OF THE SOCIETY OR THE PERSON THESE DESIGNS, ALL THE EXISTING ASSETS AT THE TIME OF THE ADOPTION OF THE PREVIOUS AGREEMENT, AS WELL AS THE BOOKS AND DOCUMENTS OF THE COMPANY, IN THE MANNER PROVIDED FOR IN ART. 331.
THE PROVISIONS OF THIS ARTICLE SHALL NOT APPLY, IN THE CASE OF DISSOLUTION AND FORCIBLE LIQUIDATION, UNLESS AUTHORISED BY THE COMPETENT COURT, AT THE REQUEST OF AN INTERESTED PARTY. (20)
CHAPTER XII
NULL AND IRREGULAR SOCIETIES
Art. 343.-The company that has an illegal object is null; its writing will not be able to register in the Register of Commerce. If in fact it is registered, it may be declared null with retroactive effect, in spite of the provisions of article 25.
The action of nullity may be exercised by any person who checks interest or by the Public Ministry, and will have as a result of the dissolution and liquidation of the company, without prejudice to the criminal liability which it would take. Nullity shall be declared of its own motion, in any event in which the Judge becomes aware of it.
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The Judge who decrees the nullity may either practice the liquidation or designate a liquidator; in this case, he must first listen to the office which exercises the supervision of the State and the designation shall be, if possible, in a banking institution.
The amount resulting from the liquidation shall be applied to the payment of the Civil liability. The remainder, if any, shall be directed to the public charitable institution of the locality in which the company has had its domicile, in the judgment of the Judge.
Art. 344.-The society that has illicit cause is also null, whether the cause consists in the instrument or that it is established later by any legal means of proof, and the provisions of the previous article will be applicable to it.
Yes The cause will not be expressed in the instrument, it will be assumed to be lawful until proven otherwise.
Art. 345.-The lack of consent of the majority of the partners invalidates the social contract.
The action for the recognition of the invalidity, shall correspond to the partner or partners harmed, or to the Public Ministry. In this case, the provisions of Article 343 shall apply, both as regards the manner in which the liquidation is carried out and the destination of the funds resulting therefrom. The civil liability to be covered, includes the return of the contributions and the compensation of damages to the partners who have not consented.
The lack of consent of a partner or the minority of them, will be regulated by the set in the second paragraph of article 26.
Art. 346.-The company that has absolutely no formalities for its granting, has no legal existence, but will acquire it when contracting with third parties, in the terms indicated in article 348.
The interested parties or the Public Ministry will take action to ask the competent judge to liquidate the company. Prior to the liquidation, the Judge shall indicate a period within which the company must be established with the legal formalities, if its liquidation is to be avoided. This period may not be less than ninety days, not more than one hundred and twenty.
The amount resulting from the settlement shall be applied to the payment of the civil liability and the remainder, if any, shall be shared between the persons who made the contributions to the society in fact, pro rata of them. No contributor may receive more than the value for the contribution; if it is useful, it shall be directed to the institution of public beneficence of the place where the company has its domicile, in the judgment of the Judge.
Art. 347.-The company whose social deed does not fulfil the requirements laid down by the law for the class of society concerned shall be under the same conditions as in the first two points of the previous Article as long as the irregularities have not (a) Poor social writing may not be registered, as long as its deficiencies have not been corrected.
The amount resulting from the liquidation shall be applied to the payment of the civil liability and the remainder, if any, shall be divided between partners in accordance with the relevant clause of social writing. But
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if the deficiency consists of not having made the contributions of the partners, on the dates and in the proportions that the law requires, the remnant that will be left after the cover of the civil liability, will not be distributed in title of return of contributions nor of distribution of profits, but will be destined to the institution of public beneficence the place where the settled company has had its domicile, in the judgment of the Judge.
Art. 348.-The companies referred to in the preceding Articles, who have been externalized as such against third parties, have legal personality only as soon as they are prejudiced, but not in what they can benefit from them. Members, administrators and any other persons involved in their operation shall be liable for the obligations of such companies vis-à-vis third parties, staff, severally and unlimitedly, without prejudice to their responsibilities.
internal relations of these companies shall be governed by the respective social pact, if any; failing that, by the general provisions contained in this Code, according to the class of society question.
Art. 349.-The society that is legally organized to execute illegal acts, will be declared dissolved and will be liquidated immediately.
The action of dissolution is the responsibility of any interested person or the Public Ministry. The Judge shall order the court to be aware of the unlawful activity.
The Judge may in itself practice the liquidation or appoint a liquidator; in this case, he must first hear the office exercising the supervision of the Status and designation shall, if possible, fall to a banking institution.
The amount resulting from the settlement shall be distributed in accordance with Article 343.
Art. 350.-The provisions of the foregoing Article are applicable to the company which, without due authorization, is engaged in or carries out activities that require it, such as banking operations, general warehousing, savings and other similar operations.
Art. 351.-Provided that in this chapter an action is granted to the Public Ministry, it must be exercised through the Attorney General of the Republic, who is obliged to make use of it within a period of three months of having had knowledge of the fact that motivates her. The failure of the Prosecutor to do so will incur the responsibilities mentioned in Article 80 of the Organic Law of the Public Ministry, without prejudice to the obligation to initiate the trial.
Art. 352.-As long as this chapter is entrusted to the Public Ministry, the office that exercises the supervision of the State will have the following powers:
I-Faculty to intervene provisionally to the society, to separate its administrators and appoint an intervener, who shall perform his duties until the competent Judge decrees the liquidation. This faculty may not be exercised until the time limit has expired for the Judge to point out to the society to remedy the irregularities, when there is such a statement according to the law.
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II-Obligation to bring to the attention of the Public Ministry any irregularities I will notice in the operation of the companies subject to their supervision and which is liable to give rise to any action referred to in this Chapter.
Art. 353.-If the social deed or its reforms are not filed for registration in the Register of Commerce, within 15 days of its granting, any partner may manage it judicial or administratively.
All interested or the Public Ministry, may require judicially any society, the verification of their regular existence. The requirement, in addition to being personally notified, will be published. After four months of the requirement without the registration in the Register being checked, the company will be liquidated.
EVERY NOTARY BEFORE WHOM A DEED OF SOCIAL CONSTITUTION OR REFORMS IS GRANTED, MUST WARN THE GRANTING OF THE OBLIGATION ON WHICH THEY ARE REGISTERED, THE EFFECTS OF THE REGISTRATION AND THE PENALTIES IMPOSED FOR THE LACK THEREOF. THE TRADE REGISTER SHALL BE OBLIGED TO FORWARD MONTHLY TO THE OFFICE EXERCISING THE SUPERVISION OF THE STATE, A PAYROLL OF THE REGISTRATION OF SUCH INSTRUMENTS WITH THE CORRESPONDING INFORMATION. (16)
The power conferred on the Public Ministry, in the case of this Article, does not grant the Office to exercise the State's surveillance of the attribution entered in the ordinal I of the previous article.
The liquidation shall be carried out in accordance with the provisions contained in the social pact and, in the absence thereof, with the relevant provisions of this Code.
Art. 354.-The company that performs lawful acts, but which are outside of its social object, will be obliged to reform the latter, in order to understand its new activities.
Any interested will have action to demand the reform; the A judge shall indicate a period of four months for the verification to be verified and, after that period, without the company having complied with the requirement, it shall be put into liquidation.
The liquidation shall be carried out in accordance with the provisions of the previous.
Art. 355.-Those who carry out legal acts as representatives or representatives of any of the companies referred to in the preceding articles of this Chapter shall be jointly and severally liable for the performance of the same against third parties. All partners and all those involved in some form in the management of social affairs will also be jointly and severally responsible, even if they have not intervened in the act in question.
Any interested party, even the partners, will not be involved. guilty of the irregularity, may require damages and damages to the guilty and to those who act as representatives or leaders of the society.
Art. 356.-The company that extends its existence beyond the deadline set in the social pact for its dissolution, without having previously granted the corresponding extension, as well as that which is
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is affected by any other causal of dissolution contemplated in this Code and does not proceed To be remedied, it will continue to operate on a regular basis, until the writing that dissolves it is granted or the dissolution action is used.
Defendant the dissolution for any of the reasons outlined in the previous paragraph, the Judge grant, as a prerequisite for processing the judgment, a period of not less than 90 days; greater than one hundred and twenty within which society can regularise its existence.
Art. 357.-The company reduced to a single partner shall cease to exist as such, if three months elapse without any social participation having been transferred to another person; but the commercial enterprise shall remain as an individual undertaking belonging to the
The company will be of unlimited liability if in the society it comes from there was, at least, a partner who had this kind of responsibility. The company will be of limited liability, if in the society that all the partners come from, they respond in this way.
The only partner will have obligation to grant the necessary instruments to legally convert the society into a an individual undertaking within two months of the expiry of the period laid down in the first subparagraph of this Article, on the grounds that its undertaking is regarded as an irregular company and that the provisions laid down therein apply to it. Article 347.-
CHAPTER XIII (16)
FOREIGN SOCIETIES (16)
Art . 358. FOREIGN COMPANIES THAT WISH TO CARRY OUT TRADE IN EL SALVADOR, SETTING HOME IN THE COUNTRY OR ESTABLISHING BRANCHES, MUST REGISTER IN THE TRADE REGISTER. (16)
FOR THE PURPOSE OF OBTAINING THE ABOVE REGISTER, THE LEGAL REPRESENTATIVE OF THE FOREIGN COMPANY OR ITS GENERAL OR SPECIAL PROXY SHALL SUBMIT AN APPLICATION, ACCOMPANIED BY THE FOLLOWING DOCUMENTS: (16)
(a) STATUTES WHICH CHECK THAT THE SOCIETY IS LEGALLY CONSTITUTED, ACCORDING TO THE LAWS OF THE COUNTRY IN WHICH IT WOULD HAVE BEEN ORGANIZED. (16)
(b) PROOF THAT THE DECISION TO ESTABLISH DOMICILE IN EL SALVADOR OR TO OPERATE IN THE COUNTRY HAS BEEN VALIDLY ADOPTED IN ACCORDANCE WITH ITS STATUTES. (16)
(c) POWER WITH WHICH THE REPRESENTATIVE OF THE FOREIGN COMPANY SHALL ACT, WHICH SHALL INDICATE THE POWERS OF THE FOREIGN COMPANY IN A BROAD, CLEAR AND PRECISE MANNER. THE APPOINTED REPRESENTATIVE MUST RESIDE PERMANENTLY IN THE COUNTRY. (16)
(D) THE SOCIAL CAPITAL SUFFICIENT TO CARRY OUT ITS SOCIAL ACTIVITIES, THE INCOME OF WHICH WILL BE CHECKED WITH THE FOREIGN INVESTMENT REGISTER, WHICH FOR THIS PURPOSE CARRIES THE MINISTRY OF ECONOMY. (16) (20)
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e) CERTIFIED INITIAL BALANCE BY AUTHORIZED PUBLIC ACCOUNTANT IN THE COUNTRY FOREIGN OR BRANCH OFFICE WHICH IS INTENDED, IN WHICH ITS SHARE CAPITAL IS REFLECTED. (16)
IN THE RESPECTIVE REQUEST, THE FOREIGN COMPANY OR BRANCH SHALL PROTEST SUBMISSION TO THE LAWS, COURTS AND AUTHORITIES OF THE REPUBLIC OF EL SALVADOR IN RELATION TO THE ACTS, RIGHTS AND OBLIGATIONS IT ACQUIRES IN THE TERRITORY SALVADORAN, OR HAVE TO HAVE EFFECTS ON IT. (16)
Art. 359.-SATISFIED THE ABOVE REQUIREMENTS, THE REGISTRAR OF COMMERCE SHALL REGISTER THE FOREIGN COMPANY WHICH ESTABLISHES ITS DOMICILE IN THE COUNTRY, OR WHERE APPROPRIATE, THE BRANCH WHICH WILL OPERATE IN THE NATIONAL TERRITORY, AND THE POWER WITH WHICH ITS REPRESENTATIVE ACTS, BY ISSUING THE SINGLE ENTERPRISE REGISTER IN ACCORDANCE WITH THE PROVISIONS OF CHAPTER II, TITLE I, OF THE SECOND BOOK OF THIS CODE. (16)
Art. 360. FOR ALL LEGAL EFFECTS, FOREIGN COMPANIES OPERATING IN THE REPUBLIC BY MEANS OF A BRANCH SHALL BE CONSIDERED TO BE DOMICILED IN THE PLACE WHERE THEY ESTABLISH THEIR PRINCIPAL OFFICE.
ANY INCREASE OR DECREASE OF THE CAPITAL THAT WILL SUFFER THE FOREIGN COMPANY OR BRANCH, AS WELL AS ITS CANCELLATION, MUST BE REGISTERED IN THE REGISTER OF THE FOREIGN INVESTMENT THAT FOR THIS EFFECT CARRIES THE MINISTRY OF ECONOMY, AND SUBSEQUENTLY IN THE TRADE REGISTER; THOSE WHO SHALL IMMEDIATELY GIVE NOTICE TO THE OFFICE EXERCISING THE SUPERVISION OF THE STATE. (16)
Art. 361.-THE OFFICE EXERCISING THE SUPERVISION OF THE STATE SHALL ENSURE THAT FOREIGN COMPANIES COMPLY WITH THE STRICTLY COMMERCIAL OBLIGATIONS LAID DOWN IN THIS CODE. (16)
CHAPTER XIV
STATE MONITORING
Art. 362.-THE STATE SHALL EXERCISE ITS SUPERVISION ON THE COMPANIES AND COMMERCIAL ACTIVITIES WHICH THIS CODE POINTS OUT BY MEANS OF THE FOLLOWING OFFICES:
I-THE SUPERINTENDENCE OF THE FINANCIAL SYSTEM, WHICH WILL MONITOR THE COMPANIES ENGAGED IN BANKING, FINANCIAL, INSURANCE AND SAVINGS OPERATIONS.
II-THE SUPERINTENDENCE OF SECURITIES WHICH WILL MONITOR COMPANIES ENGAGED IN TRANSACTIONS IN THE STOCK MARKET.
III-THE SUPERINTENDENCE OF PENSIONS THAT WILL MONITOR THE SOCIETIES THAT ARE ENGAGED IN THE ADMINISTRATION OF PENSIONS.
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IV-THE SUPERINTENDENCE OF COMMERCIAL OBLIGATIONS, WHICH WILL EXERCISE VIGILANCE IN ALL OTHERS CASES NOT INCLUDED IN THE PREVIOUS ORDINAL ON THE FULFILMENT OF THE COMMERCIAL OBLIGATIONS, EXCEPT FOR THE EXCEPTIONS SET OUT IN THIS CODE.
THE MENTIONED OFFICES ARE GOVERNED BY THEIR SPECIAL LAWS. (7) (16)
Art. 363. THE OFFICES WHICH EXERCISE THE SUPERVISION OF THE STATE SHALL HAVE THE POWERS AND SHALL EXERCISE THE FUNCTIONS ASSIGNED TO THEM BY THEIR SPECIAL LAWS. (16)
Art. 364.-The direct intervention of the offices which exercise the supervision of the State, in the operation of the companies, is limited to the separation of certain administrators and the replacement of the same by the persons who according to the The social pacts, the laws and the will of the partners are called to the effect. This power can only be exercised in cases expressly provided for in law.
This is without prejudice to the ability to impose fines on supervised entities or their members and administrators, in cases and on amounts
Whenever the offices referred to in this Chapter impose sanctions on the supervised entities or their members, in accordance with the laws, they must first hear from those who intend to sanction, in order to can justify their action and check their claims for discharge. The term of the hearing may not be less than eight days; during this period the interested parties may formulate the allegations and present the evidence they deem relevant.
TITLE III
TRADERS ' AUXILIARIES
CHAPTER I
FACTORS
Art. 365.-These are factors that lead to others, a company, a special branch of it or an establishment of it.
Art. 366.-The sole appointment of a factor entitles it to carry out all operations concerning the object of the undertaking or establishment it directs, which shall be deemed to be executed in the name and on behalf of the principal, even if the factor has not expressed this in the way in which they are held, has transgressed instructions or committed breach of trust, provided that such contracts fall on objects falling within the company's or the establishment's traffic and traffic, or if, even if (a) the nature of the matter, as a result of which the factor worked in order of its principal, or which approved its management in express or positive terms.
The limitations to these factor faculties will not produce any effects against third parties unless it is established that they are aware of them when they are holding the respective business.
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Art. 367.-The appointment of the factor and its subsequent modifications must be entered in the Register of Commerce in which the company is registered and, where appropriate, the establishment.
The termination of the factor's powers must be registered. always in the Register of Commerce, even if the appointment has not been registered.
The lack of registration will cause the acts mentioned to be no more effective than those expressly mentioned in the other articles of this chapter.
Art. 368.-The principal who has designated the factor is responsible for the acts of the factor and for the obligations which he or she contracts in the terms of Article 371.
If the mandate given in a way expressed to the factor is not granted in writing or is not entered, it will be repudiated, in respect of third, general for all the acts concerning the branch of commerce that the factor is in charge, without the mandante may claim against the third party no limitation of such a mandate, unless it finds that the third party knew it at the time the respective operation was held.
When the principal is several, they shall have responsibility solidarity by the acts of the factor. If the principal is a company, the liability of the partners shall be regulated in accordance with the nature of the partnership.
Art. 369.-The factor will act in the name of its principal, thus expressing it in the documents that with such character subscribe.
Art. 370.-If, in spite of the provisions of the previous article, the factor expressly contracts in his own name, but the other party will prove that he did so on behalf of the principal, he may direct his action against the factor or the principal, who will be jointly and severally responsible.
Art. 371.-Although the power to a factor has been revoked, or the power to cease in his duties as the establishment which he or she has established shall be valid, the acts and contracts concluded after the revocation or disposal shall be valid until they reach the your news by a legitimate means.
With respect to third parties, they will be equally valid while the revocation or disposal has not been registered in the Trade Register.
Art. 372.-If there are several factors, it shall be presumed that they shall decide by a majority, unless the appointment appears, expressly or tacitly, that each may act independently of the others in all the business or some of its exclusive competence.
Art. 373.-Although the main interest in the profit of the spin to the factor, it will not be able to object to the operations ordered by the first one.
Art. 374.-The factor will respond to its principal of the damages caused by its fault in the management of its order, without prejudice to the direct responsibility of the principal to third parties.
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Art. 375.-The factor shall not be able to traffic on its own, nor to be interested in its own name or third party in business of the same kind as it does in the name of its principal, unless authorized by it, expressly and in writing.
Yes negotiate without this authorization, the principal may take the operation, within 15 days of the date on which he became aware of it, without prejudice to the termination of the term of office, in accordance with Article 377.
Art. 376.-The factor is jointly and severally liable with its principal of the compliance with the provisions of this Code and other laws relating to the exercise of trade or the exploitation of the commercial branch that it holds.
Art. 377.-In addition to the cases of normal termination of the mandate given to the factor, the power will expire:
I-By the principal:
a) When the factor incurs fraud or breach of trust in the efforts that it has entrusted to it.
b) When the factor makes any negotiation that is contrary to the prohibitions stipulated in the contract or to which the law establishes.
c) Perform realizations in which the articles put.
d) When the factor will be observed public or private misconduct.
II-By factor:
a) When the principal faltare to the timely payment of the respective stipends or when you default any of the clauses on the amount and form of the remuneration.
b) For bad personal treatments.
CHAPTER II
DEPENDENTS
Art. 378.-The dependent compels the principal.
The dependent sales persons have the power to perceive within the establishment the payment of the price of the goods sold, unless such perception has been reserved to a box or to a special department, making it known to the public by means of advertisement placed in visible place of the establishment. To allow time or discounts, they need to be specially authorized; when they are not, the transaction will be valid for the buyer, but the dependents remain
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responsible for their principal of the damages that may result from you. What is said in this paragraph extends to service companies and their dependents.
To sell or charge outside the facility, dependents will need to exhibit written authorization, accompanied by an identity card, or to deliver to exchange of payment the receipt or invoice with the signature and stamp of the principal or its representatives.
Those who provide their services outside the premises of the company are dependent travellers.
Art. 379.-The acts of the dependents oblige their principal in all the operations they have in their position, because of the position they occupy in front of the public.
Art. 380.-Except for the express authorization, the dependent passengers shall not be able to receive the advance price of the goods, when they do not make the delivery of the goods at the time of the operation with the buyer of the goods, not to grant waits, instalments, discounts or discounts; but they will have the power to receive the orders of order and to agree to the guarantees or assurances that they consider prudent, in the interest of the principal and in anticipation that the other party will cease to fulfill what promise.
Art. 381.-Dependent persons are prohibited from entering into the obligation of the principal, unless they have a mandate to do so; in which case they shall indicate the full name with which the principal is operating commercially and address.
Art. 382.-Dependants are prohibited from exercising, on their own or outside, isolated acts or having undertakings in the same matters similar to the trade in their principal; and disclose information about the clientele, economic situation of the business or others of a reserved character, of the principal.
Art. 383.-They are applicable to dependents, as far as they are compatible, the provisions regarding the factors.
CHAPTER III
TRADE AGENTS
SECTION "TO"
DEPENDENT AGENTS
Art. 384.-It is dependent agent the person in charge of promoting, in certain square or region, businesses on behalf of a principal, with domicile in the Republic or abroad, and of transmitting the proposals for their acceptance. The dependent agent is subordinate to the principal.
Art. 385.-The dependent agent shall not be entitled to conclude contracts, to make charges, or to grant discounts, quits or instalments on behalf of the principal; however, the dependent agent may receive complaints or complaints for defects of quality or quantity of the goods and to obtain sureties in the interest of the principal, which guarantee the fulfilment of the obligations of the applicant, when the goods that he has requested are delivered to him.
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Agents of insurance companies, capitalization, savings and loans, savings for acquisition of goods and similar ones, they are obliged to present to the client with whom they hire the credential that credits them as such. They are presumed to have the power to conclude contracts, to receive applications, to reject written statements by the proposers, to charge expired premiums and to carry out the verification of the claims made, unless the undertaking on behalf of the those who act have expressly limited their powers in the respective credential, but may not do so in so far as it makes the exercise of the agency impossible. But, unless expressly stated in the credential, they will not be authorized to modify in any sense the contract text that appears in the request.
Art. 386.-Unless otherwise agreed, no principal can use the services, in the same place or in the same region for the same branch of trade, as a different agent of the one with whom he has already signed in force, which will be considered exclusive. Nor can any agent take on the task of promoting or dealing with other major issues.
Art. 387.-Where the principal promotes by himself or through another, operations in a place or region where he has an exclusive agent, the latter shall be entitled to the principal to pay the shares which he or she has been entitled to the business in question would have been promoted by the agent.
Art. 388.-Every staff member has an obligation to provide his/her principal with any information that may be of interest to them. The agent shall record in a special book, with the appropriate separation, the operations relating to each principal and express the necessary details to distinguish the orders and the goods that correspond to each one.
Art. 389.-Except for the contract between the principal and the agent, the agent shall provide at his expense all the expenses and taxes required for the exercise of the agency. Your remuneration will be calculated based on a percentage of the payments that each client makes in relation to the operations in which the agent has intervened.
Art. 390.-If the principal is removed from any contract concluded by the agent, or modifies it, the agent shall be entitled to receive the percentage stipulated, as if the operation had been carried out on the basis of the agreed terms.
Art. 391.-When in the contract between the principal and the agent is not otherwise stipulated, the remuneration of the agent will be covered at the end of each month, against the remission of the respective account, duly documented.
SECTION "B"
REPRESENTATIVES OR DISTRIBUTORS
Art. 392.-FOR THE PURPOSES OF THIS CODE IT IS UNDERSTOOD BY REPRESENTATIVE AGENT OR DISTRIBUTOR, THE NATURAL OR LEGAL PERSON WHO, CONTINUOUSLY, WITH OR WITHOUT LEGAL REPRESENTATION AND BY CONTRACT, HAS BEEN APPOINTED BY A PRINCIPAL FOR THE PURPOSES OF THE AGENCY-REPRESENTATION OR DISTRIBUTION OF CERTAIN PRODUCTS OR SERVICES IN THE COUNTRY.
WHEN THE REPRESENTATIVE OR DISTRIBUTOR AGENT DOES NOT ACT ON ITS OWN ACCOUNT AND RISK
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BUT FOLLOWING INSTRUCTIONS FROM YOUR PRINCIPAL, YOU WILL NOT BE LIABLE FOR THE BREACH IN WHICH YOU ARE YOU HAVE INCURRED; YOUR RESPONSIBILITY IS LIMITED, IN THIS CASE, TO STRICT COMPLIANCE WITH THE INSTRUCTIONS YOU RECEIVE FROM THE PRINCIPAL.
AGENCY-REPRESENTATION OR DISTRIBUTION MAY BE EXCLUSIVE OR IN ANY OTHER WAY THAT THE PARTIES AGREE. (5)
AUTHENTIC INTERPRETATION DECREE NO 237.-
THE LEGISLATIVE ASSEMBLY OF THE REPUBLIC OF EL SALVADOR,
CONSIDERING:
I.-What by Legislative Decree No. 247, dated January 9, 1973, published In the Official Journal No 23, Volume 238 of 2 February of the same year, Section "B" Agents, of Chapter III, Title III of the Trade Code, was replaced by Section "B" Agents Representatives or Distributors with the object of to protect natural or legal persons established in the country, in the form of agents, or Distributors, due to the considerable efforts and expenses to establish the prestige, the sale of certain products and the provision of reciprocal services or not;
II.-That the protectionist character of Legislative Decree No. 247 In the previous recital, it was issued because the Agents or Distributors were being harmed by unilateral decisions which terminated the corresponding contracts without any kind of compensation;
III.-That the legislator when, replaced Section "B" of the Chapter III Title III of the Trade Code, referred to in Recital I, and referred to as the 'Agents or Distributors' Section, it did so in a genetic manner, in order to include all kinds of agency contracts, of representation of distribution, correspondence, services as well as other nominated and nominated contracts;
IV.-Which lately the contracts mentioned in the previous recital are being interpreted in various and varied forms with the purpose of not complying with the provisions of art. 392 to 399-B of the Code of Commerce, and to harm natural or legal persons established in the country, who provide this class of services; therefore it is urgent and necessary to authentically interpret Art. 392 of the Code of Commerce;
BY TANTO,
in use of their constitutional powers and on the initiative of Deputy Guillermo Antonio
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Guevara Lacayo,
DECCRETA:
Art. 1.-The authentic interpretation of Art. 392 of the Section "B" Agents Representatives or Distributors of the Code of Commerce, in the sense that the contracts for the corresponding services and services as well as others must be understood in that provision that do not have a specific name, for the purposes of this Code.
Art. 2. This authentic interpretation is incorporated into the text of Art. 392 of the Code of Commerce, from the date of its validity.
Art. 3.-This Decree shall 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 nineteenth day of the month of December of a thousand nine hundred and eighty five.
D. O.: Nº 244 -Bis, Tomo: Nº 289, Date: 23 December 1985.
Art. 393.-THE REPRESENTATIVE OR DISTRIBUTOR AGENT IS FREE TO ENGAGE IN ANY OTHER BUSINESS OR BUSINESS CLASS OTHER THAN THOSE HE OR SHE PERFORMS UNDER THE AGENCY-REPRESENTATION OR DISTRIBUTION CONTRACT, WITH THE ONLY OBLIGATION TO AVOID COMPETITION WITH ITS PRINCIPAL. HOWEVER, THE PRINCIPAL MAY AUTHORIZE HIM TO CONDUCT BUSINESS IN THE SAME CLASS AS HE IS ENTRUSTED WITH.
WHEN THE AGENT IS A REPRESENTATIVE OR DISTRIBUTOR OF SEVERAL PRINCIPALS AND ONE OF THEM INTRODUCES A COMPETITIVE LINE FROM ANOTHER THAT THE AGENT DISTRIBUTES OR REPRESENTS, IT MUST DO SO WITH THE KNOWLEDGE OF THE RESPECTIVE PRINCIPALS, WITH THE THE PURPOSE OF THE RELEVANT NEGOTIATIONS IN RELATION TO THE LINE. (5)
Art. 394.-THE GENERAL CONDITIONS IN WHICH THE AGENT OR DISTRIBUTOR MAY PROCESS PROPOSALS OR, WHERE APPROPRIATE, HIRE, MAY BE ALTERED BY THE PRINCIPAL, PROVIDED THAT HE DOES NOT CONTRACT THE TERMS OF THE CONTRACT. THE CHANGES SHALL BE COMPULSORY FOR THE AGENT OR DISTRIBUTOR FROM THE MOMENT THEY COME TO THEIR KNOWLEDGE, PROVIDED THAT IT IS BY LETTER. (5)
Art. 395. IN THE ABSENCE OF A SPECIAL AGREEMENT, THE AGENT OR DISTRIBUTOR SHALL RECEIVE A COMMISSION PROPORTIONAL TO THE AMOUNT OF THE BUSINESS CARRIED OUT WITH HIS INTERVENTION, IN ACCORDANCE WITH THE USES OF THE PLACE.
IF BY THE MAIN FAULT THE BUSINESS IS NOT EXECUTED, IN WHOLE OR IN PART, THE AGENT REPRESENTATIVE OR DISTRIBUTOR SHALL RETAIN THE RIGHT TO CLAIM THE TOTAL AMOUNT OF THE COMMISSION.
IF THE REPRESENTATIVE AGENT OR DISTRIBUTOR HAS AN EXCLUSIVE ASSIGNED ZONE, IT SHALL BE RESPONSIBLE FOR A COMMISSION FOR BUSINESS OF THE SAME KIND
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TO THOSE ENTRUSTED TO THEIR AGENCY BY THE PRINCIPAL OR THEIR ENVOYS IN THAT AREA, EVEN IF THE DID NOT INTERVENE IN THE SAME. (5)
Art. 396.-THE REPRESENTATIVE OR DISTRIBUTOR SHALL TRANSMIT WITHOUT DELAY TO THE PRINCIPAL THE PROPOSALS HE RECEIVES AND SHALL GIVE AN IMMEDIATE ACCOUNT OF THE CONTRACTS WHICH HE MAKES, WHEN HE IS AUTHORIZED TO DO SO.
ORDERS RECEIVED BY THE REPRESENTATIVE AGENT OR DISTRIBUTOR WILL BE MANDATORY FOR THE PRINCIPAL FROM THE TIME YOU REPLY TO THEM.
THE PRINCIPAL SHALL HAVE NO OBLIGATION TO DISCLOSE THE REASONS THAT DETERMINE WHETHER TO ACCEPT OR REJECT THE PROCUREMENT PROPOSALS. (5)
Art. 397.-THE CONTRACT OF AGENCY-REPRESENTATION OR DISTRIBUTION MAY BE DENOUNCED BY EITHER PARTY, IN WRITING, THREE MONTHS IN ADVANCE.
IN THE CASE OF TERMINATION OF THE CONTRACT, THE AGENT OR DISTRIBUTOR SHALL BE ENTITLED TO THE VALUE OF THE OUTSTANDING FEES, ACCRUED DURING THE TERM OF THE CONTRACT.
IF THE MAIN DIERE IS TERMINATED, I WILL MODIFY OR REFUSE TO EXTEND A CONTRACT OF AGENCY REPRESENTATION OR DISTRIBUTION, WITHOUT ANY OF THE CAUSES DETERMINED IN ARTICLE 398 OF THIS CODE, THE AGENT REPRESENTATIVE OR DISTRIBUTOR SHALL HAVE THE RIGHT TO BE COMPENSATED FOR ANY DAMAGE CAUSED TO YOU.
THE INDEMNITY EXTENDS TO:
1) THE EXPENSES INCURRED BY THE AGENT OR DISTRIBUTOR FOR THE BENEFIT OF THE BUSINESS OF WHICH IT IS DEPRIVED, PROVIDED THAT, DUE TO THE UNILATERAL EXPIRATION OF THE CONTRACT, SUCH EXPENSES CANNOT BE RECOVERED.
2ND) THE VALUE OF INVESTMENTS IN PREMISES, EQUIPMENT, INSTALLATIONS, FURNITURE AND USEFUL IN SO FAR AS SUCH INVESTMENTS ARE ONLY USABLE FOR THE BUSINESS OF WHICH IT IS DEPRIVED.
3º) THE VALUE OF STOCKS IN GOODS AND ACCESSORIES, IN SO FAR AS, DUE TO THE EXPIRATION OF THE CONTRACT, THE AGENT REPRESENTATIVE OR DISTRIBUTOR CAN NO LONGER CONTINUE SELLING THEM OR THEIR SALE BECOMES ESPECIALLY DIFFICULT. THIS VALUE SHALL BE CALCULATED BY TAKING INTO ACCOUNT THE ACQUISITION COST, PLUS THE FREIGHT RATES TO THE PLACE OF THE AGENT OR DISTRIBUTOR ' S ESTABLISHMENT AND THE TAXES AND CHARGES THAT THE AGENT HAS HAD TO PAY FOR HAVING THE STOCKS IN HIS POSSESSION. PAID THE VALUE OF THE STOCK, THE PRINCIPAL ONE WHO IS FREE TO MAKE HIS OWN.
4º) THE AMOUNT OF THE GROSS UTILITY OBTAINED BY THE AGENT OR DISTRIBUTOR, IN THE EXERCISE OF THE REPRESENTATION OR DISTRIBUTION, DURING THE LAST
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THREE YEARS, OR DURING THE MINOR LAPSE IN WHICH YOU HAVE EXERCISED IT.
5º) THE VALUE OF THE CREDITS THAT THE AGENT OR DISTRIBUTOR HAS GRANTED TO THIRD PARTIES, TO PAY THE VALUE OF THE GOODS THAT THEY DISTRIBUTE. THE VALUE OF THE CLAIMS SHALL BE PAID BY THE PRINCIPAL WHO IS FREE OF THE CLAIMS ON THE AGENT OR DISTRIBUTOR. (5)
Art. 398.-FOR THE PURPOSES OF THE FOREGOING ARTICLE, ONLY CAUSES TO TERMINATE, MODIFY OR REFUSE TO EXTEND THE AGENCY CONTRACT REPRESENTATION OR DISTRIBUTION SHALL BE CONSIDERED AS THE FOLLOWING:
(a) BREACH OF THE CONTRACT OF AGENCY REPRESENTATION OR DISTRIBUTION.
(b) FRAUD ON THE PART OF THE AGENT OR DISTRIBUTOR, WITHOUT PREJUDICE TO THE CRIMINAL SANCTION TO WHICH IT OCCURRED.
c) SEVERE INEPTITUDE OR NEGLIGENCE OF THE AGENT OR DISTRIBUTOR.
(d) CONTINUED DECLINE IN THE SALE OR DISTRIBUTION OF THE ITEMS FOR REASONS ATTRIBUTABLE TO THE AGENT OR DISTRIBUTOR.
(E) DISCLOSURE OF CONFIDENTIAL INFORMATION, WITHOUT PREJUDICE TO THE CRIMINAL SANCTION AND THE COMPENSATION TO WHICH IT OCCURRED.
(F) ACTS IMPUTABLE TO THE AGENT OR DISTRIBUTOR WHICH IS DETRIMENTAL TO THE INTRODUCTION, SALE OR DISTRIBUTION OF THE PRODUCTS WHICH HAVE BEEN ENTRUSTED TO IT. (5)
Art. 399.-PRESUMED FAIR CAUSE SO THAT THE AGENT REPRESENTATIVE OR DISTRIBUTOR CAN TERMINATE HIS CONTRACT WITH THE PRINCIPAL, WITH RESPONSIBILITY FOR THE LATTER, IN ACCORDANCE WITH THE PROVISIONS OF ART. 397, ANY MODIFICATION INTRODUCED TO THE SAME UNILATERALLY BY THE PRINCIPAL WHO DAMAGES THE RIGHTS OR INTERESTS OF THE AGENT OR DISTRIBUTOR. (5)
Art. 399-A.-DISPUTES ARISING IN THE APPLICATION OF THE PROVISIONS OF THIS SECTION SHALL BE DEALT WITH IN SUMMARY PROCEEDINGS BY THE COMPETENT COURTS OF THE ADDRESS OF THE AGENT OR DISTRIBUTOR. (5)
Art. 399-B.-IF THE PRINCIPAL IS A FOREIGNER AND HAS BEEN CONVICTED OF AN ENFORCEABLE SENTENCE, HE MAY NOT CONTINUE TO IMPORT THE GOODS OR MARKS OR OFFER SERVICES UNTIL HE HAS BEEN GIVEN DUE COMPLIANCE WITH THE JUDGMENT. THIS RESTRICTION SHALL CEASE, IF THE PRINCIPAL SLOGAN IN THE COURT IS THE AMOUNT TO WHICH HE WAS ORDERED TO PAY, OR IF THE BENEFICIARY STATES THAT THE JUDGMENT HAS BEEN FULFILLED.
THE COURT TO WHOM THE JUDGMENT IS COMPLIED WITH, SHALL, AT THE REQUEST OF THE PARTY, MAKE A REQUEST TO THE COMPETENT ADMINISTRATIVE BODIES, IN ORDER TO COMPLY WITH THE PROVISIONS OF THE FOREGOING PARAGRAPH. (5)
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SECTION "C"
BROKERS
Art. 400.-The intermediary agents do not oblige the parties to each other. Contracts to be concluded with intervention by them shall be checked and executed in accordance with their nature, without giving the intermediaries any public function. It can be natural or legal people.
Art. 401.-REPEALED (7) (16)
Art. 402.-THE INTERMEDIARY AGENTS ARE OBLIGED TO:
1) GIVE THE PARTIES WITH IMPARTIALITY ALL THE DETAILS AND CIRCUMSTANCES OF THE BUSINESS.
2) RESPOND TO THEIR CUSTOMERS FOR THE AUTHENTICITY OF THE TITLES RELATED TO THE OPERATION IN WHICH THEY ARE INVOLVED.
3) REFRAIN FROM PROMOTING BUSINESSES IN WHICH PERSONS OF NOTORIOUS INSOLVENCY ARE INVOLVED OR WHOSE INCAPACITY IS KNOWN TO THEM, AND IN GENERAL OPERATIONS CONTRARY TO THE LAWS. (16)
Art. 403.-The intermediary agents do not have the representation of their clients. Who will act as a proxy will lose the quality of the broker.
Art. 404.-The right of the intermediary to the agreed remuneration is subject to the condition that the contract is concluded. If the contract is stipulated under suspension condition, the intermediary may only charge his remuneration if the condition is met.
Each contractor will answer for half of the agreed remuneration, except for a different agreement between them.
A lack of agreement must be paid for the usual commission at the place where the contract was concluded.
Art. 405.-The intermediary has the right to charge the remuneration, provided that the agreed business is carried out within the six-month period, counted from the acceptance of the parties, on the basis of the proposals.
Art. 406.-The intermediary has no right to demand that he be reimbursed for the expenses made when exercising his intermediation, unless otherwise agreed.
Art. 407.-Whenever the intermediary omits to make known to one of the parties the name of the other, it shall be held liable for that part of the damages resulting from the lack of conclusion of the contract.
Art. 408.-Every broker must carry:
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I-A record in which you will record, at the time each operation is closed, the object and the bases contract essential.
II-A daily book of operations to record in detail, with the formalities laid down for commercial accounting, all the conditions relating to each of the transactions carried out with its mediation.
The broker is required to provide the parties that request it, an exact copy of the annotations that this article indicates.
Art. 409.-The judicial authority may, on its own initiative, require the intermediary to display the documents referred to in the preceding article, in order to collate with the respective notes the copies which the agent has given to the parties. You may also require the submission of cross-correspondence with the parties.
These documents constitute a principle of proof in writing, if they meet the conditions of Art. 1582 C.
Art. 410.-The intermediaries may not claim against their clients, without submitting to the appropriate authority the documents referred to in Article 408.
BOOK SECOND
PROFESSIONAL OBLIGATIONS OF MERCHANTS AND PENALTIES FOR THEIR NON-COMPLIANCE. (16)
TITLE I TRADE LICENSE PLATES (16)
CHAPTER I GENERAL PROVISIONS (16)
Art. 411.-IT IS OBLIGATIONS OF THE INDIVIDUAL AND SOCIAL TRADER: (16)
I-REGISTER YOUR BUSINESS AND REGISTER YOUR RESPECTIVE PREMISES, AGENCIES OR BRANCHES. (16) (20)
II-CARRY ACCOUNTING AND CORRESPONDENCE IN THE MANNER PRESCRIBED BY THIS CODE. (16)
III-ANNUALLY DEPOSIT IN THE TRADE REGISTER THE BALANCE SHEET OF THE COMPANY, THE STATEMENTS OF PROFIT AND LOSS AND THE BALANCE SHEET FOR THE SAME FINANCIAL YEAR OF THE BALANCE SHEET, TOGETHER WITH THE AUDITOR ' S OPINION AND THEIR RESPECTIVE ANNEXES; AND COMPLY WITH THE OTHER REQUIREMENTS OF COMMERCIAL ADVERTISING THAT THE LAW ESTABLISHES. (16) (20)
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IV-PERFORM ITS ACTIVITY WITHIN THE LIMITS OF FREE COMPETITION ESTABLISHED IN LAW, COMMERCIAL USES AND GOOD CUSTOMS, ABSTAINING FROM ANY UNFAIR COMPETITION. (16)
CHAPTER II ENTERPRISE AND ESTABLISHMENT ENROLLMENT (16)
Art. 412.-THE REGISTRATION PLATE THAT REGULATES THE PRESENT CODE IS THAT OF A COMPANY, WHICH WILL BE OF PERMANENT CHARACTER, WILL BE IN CHARGE OF THE TRADE REGISTRY AND WILL BE CARRIED IN SPECIAL REGISTERS IN ANY WAY THAT THE TECHNIQUE INDICATES. THE REGISTRATION OF A COMMERCIAL ENTERPRISE SHALL CONSTITUTE THE SINGLE ENTERPRISE REGISTRATION. (16) (20)
Art. 413.-REPEALED (16) (20)
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 TRADE REGISTER. (16) (20)
Art. 415.-THE INDIVIDUAL TRADER MUST REGISTER HIS BUSINESS COMPANY BY MEANS OF A REQUEST WHICH HE SHALL SUBMIT TO THE TRADE REGISTER, WITH THE INFORMATION AND OTHER REQUIREMENTS SPECIFIED IN THE TRADE REGISTRATION ACT AND HIS OR HER RESPECTIVE REGULATIONS.
THE MERCHANT COMPANY OF ANY SOCIAL TRADER SHALL BE REGISTERED IMMEDIATELY AFTER REGISTRATION OF ITS ARTICLES OF INCORPORATION IN THE TRADE REGISTER, FOR WHICH IT SHALL SUBMIT TO THE REGISTRATION, IN CONJUNCTION WITH THE SOCIAL PACT CONSTITUTIVE, THE CORRESPONDING APPLICATION IN ACCORDANCE WITH THE ABOVE. (16) (20)
Art. 416.-COMPLIANCE WITH THE RESPECTIVE REQUIREMENTS, THE REGISTRAR OF COMMERCE SHALL ORDER THE REGISTRATION TO BE HELD AND SHALL EXTEND TO THE HOLDER, FOR THE RELEVANT LEGAL EFFECTS. (16)
AN EXTRACT FROM THE SEAT OF EACH REGISTRATION SHALL BE PUBLISHED ON THE OFFICIAL TRADE REGISTER ORGAN, FOR THE ONLY INFORMATION EFFECT. (16) (20)
Art. 417.-THE TRANSFER OF A COMMERCIAL ENTERPRISE SHALL BE CARRIED OUT IN ACCORDANCE WITH THE FORMALITIES REQUIRED BY LAW; TOGETHER WITH THE REGISTRATION OF THE RESPECTIVE PUBLIC TRANSFER DEED, THE MODIFICATIONS MUST BE MADE IN THE SEAT OF THE REGISTRATION PLATE. TRANSFERRED COMPANY. (16)
THE TRANSFER OF A LOCAL, AGENCY OR BRANCH SHALL BE MADE IN PUBLIC DEED, WHICH SHALL BE ENTERED IN THE TRADE REGISTER, AND THE REGISTRATION OF SUCH TRANSFER SHALL BE INCORPORATED IN THE REGISTRATION OF THE COMPANY OF THE ACQUIRER, CANCELLING THE ONE CORRESPONDING TO THE TRADER. (16) (20)
THE REGISTRAR WILL SUBMIT TO THE OFFICIAL TRADE REGISTER ORGAN,
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FOR THE ONLY INFORMATION EFFECT, AN EXCERPT FROM THE COMPANY ' S TRANSFER ENROLLMENT AND OF THE LOCAL, AGENCY OR BRANCH OR ONLY OF THE LATTER, AS THE CASE MAY BE, FOR INFORMATION PURPOSES ONLY. (16) (20)
CHAPTER III EFFECTS OF LICENSE PLATES (16)
Art. 418.-THE RECORD OF REGISTRATION EXTENDS THE REGISTRAR, IT WILL BE THE ONLY TEST: a) TO ESTABLISH ITS QUALITY OF MERCHANT; AND, (b) TO CHECK THE OWNERSHIP OF THE COMPANY. (16) (20)
ANY JUDICIAL OR ADMINISTRATIVE AUTHORITY MAY, ON ITS OWN INITIATIVE OR AT THE REQUEST OF A PARTY, REQUEST THE REGISTRAR OF COMMERCE TO RECORD THE SEAT OF THE COMPANY LICENSE PLATES. (16)
Art. 419. NO COMMERCIAL ENTERPRISE MAY OPERATE WITHOUT HAVING ITS REGISTERED 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 OWNER OF THE COMPANY, WHILE THE COMPANY DOES NOT OBTAIN OR RENEW THE CORRESPONDING TUITION. BEFORE THE CLOSURE OF THE PREMISES, AGENCIES OR BRANCHES, A MAXIMUM PERIOD OF 30 WORKING DAYS SHALL BE GRANTED FOR THE HOLDER TO OBTAIN OR RENEW THE CORRESPONDING REGISTRATION.
FOR THE PURPOSES OF THE PROVISIONS OF THIS ARTICLE, THE REGISTRAR OF COMMERCE SHALL FREE THE JUDGE OF THE PLACE WHERE EACH OF THE PREMISES, AGENCIES OR BRANCHES ARE OPERATING, EXPRESSING IN THE SAME REASON AND FOUNDATION REQUEST LEGAL. (16) (20)
Art. 420.-THE LICENSE PLATES MUST BE RENEWED ANNUALLY, AT THE TIME INDICATED IN THE LAW OF REGISTRATION OF COMMERCE. THE RENEWAL APPLICATION SHALL BE USED TO UPDATE THE INFORMATION SPECIFIED IN THE REGULATION OF THE TRADE REGISTRATION ACT, WITH RESPECT TO THE HOLDER, THE COMPANY AND ITS PREMISES, AGENCIES OR BRANCHES. (16) (20)
THE LACK OF RENEWAL OF THE REGISTRATION WITHIN THE CORRESPONDING LEGAL PERIOD SHALL BE SANCTIONED BY THE TRADE REGISTRY IN ACCORDANCE WITH ITS LAW. (16)
CHAPTER IV DENIAL AND CANCELLATION OF LICENSE PLATES (16)
Art. 421.-THE REGISTRAR OF COMMERCE SHALL REFUSE THE REGISTRATION OF A REGISTRATION OR THE REGISTRATION OF THE TRANSFER OF THE SAME, IN THE FOLLOWING CASES:
(a) IF YOUR HOLDER IS A PERSON WHO IS INCAPABLE OR INDEFABLE TO EXERCISE THE TRADE.
b) DEALING WITH IRREGULAR SOCIETIES. (16)
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Art. 422.-THE TEMPORARY OR DEFINITIVE CANCELLATION OF THE REGISTRATION OF THE COMPANY, WILL BE ORDERED ADMINISTRATIVELY BY THE REGISTRAR OF COMMERCE OR JUDICIALLY BY THE JUDGE OF THE MERCANTILE, FOLLOWING THE PROCEDURE ESTABLISHED IN THE LAW, IN THE FOLLOWING CASES: (16) (20)
a) BY EXECUTED STATEMENT, WHICH IS ISSUED IN THE CORRESPONDING COURT PROCESS. (16)
(b) UPON REQUEST OF THE HOLDER OR HIS HEIRS, IN THE CASE OF AN INDIVIDUAL TRADER AND DECEASED. (16)
c) FOR INABILITY OR OVER-THE-IN INABILITY OF ITS HOLDER TO EXERCISE ACTS OF TRADE. (16)
d) BY VOLUNTARY OR JUDICIAL DISSOLUTION OF THE COMPANY, IN WHICH CASE THE CANCELLATION WILL BE TEMPORARY; AND DEFINITIVE, BY VOLUNTARY OR JUDICIAL LIQUIDATION OF THE COMPANY ' S TITULAR COMPANY. (16) (20)
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. (16) (20)
(f) BY THE JUDICIAL DECLARATION OF BANKRUPTCY OF THE HOLDER. (16)
G) THE HOLDING COMPANY OF THE COMPANY SHALL HAVE BEEN DECLARED NULL OR IRREGULAR. (16) (20)
H) DEALING WITH INDIVIDUAL TRADERS, FOR THERE ARE MORE THAN TWO CHARGES INITIATED AGAINST THEM, FOR PROPERTY OFFENCES IN WHICH THE ABSOLUTE EXCUSES LAID DOWN IN THE RELEVANT LAW HAVE BEEN USED; OR THE OWNER OF THE COMPANY HAS COMMITTED ANY KIND OF CRIMES, ACCORDING TO A COURT JUDGMENT. (16)
(i) FOR THE PURPOSE OF COMMITTING ACTS OF UNFAIR COMPETITION, IN ACCORDANCE WITH THE JUDGMENT. (16)
J) REQUESTED BY THE LEGAL REPRESENTATIVE OF THE FOREIGN COMPANY, AS A RESULT OF HIS VOLUNTARY WITHDRAWAL FROM THE COUNTRY. (16)
IN THE CASE OF LITERAL B), IF THE HEIR OR HEIRS WOULD LIKE TO CONTINUE TO OPERATE THE COMPANY OR LEGACY COMMERCIAL COMPANIES, THEY SHALL REQUEST THE CHANGE OF OWNERSHIP AND ANY OTHER CHANGES THEY DEEM APPROPRIATE TO THE TRADE LOG. (16)
Art. 423.-REPEALED. (16)
Art. 424.-REPEALED. (16)
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Art. 425.-REPEALED. (16)
Art. 426.-REPEALED. (16)
CHAPTER V REPEALED (16)
CANCELLATION OF LICENSE PLATES REPEALED (16)
Art. 427.-REPEALED. (16)
Art. 428.-REPEALED. (16)
Art. 429.-REPEALED. (16)
Art. 430.-REPEALED. (16)
Art. 431.-REPEALED. (16)
Art. 432.-REPEALED. (16)
Art. 433.-REPEALED. (16)
Art. 434.-REPEALED. (16) TITLE II
ACCOUNTING
Art. 435.-THE TRADER IS OBLIGED TO KEEP ACCOUNTS DULY ORGANIZED IN ACCORDANCE WITH SOME OF THE SYSTEMS GENERALLY ACCEPTED IN THE FIELD OF ACCOUNTING AND APPROVED BY THOSE EXERCISING THE PUBLIC AUDIT FUNCTION.
TRADERS MUST KEEP THE CORRESPONDENCE AND OTHER EVIDENCE IN GOOD ORDER.
THE MERCHANT MUST BEAR THE FOLLOWING ACCOUNTING RECORDS: FINANCIAL STATEMENTS, DAILY AND MAJOR, AND ANY OTHER RECORDS REQUIRED BY ACCOUNTING REQUIREMENTS OR BY LAW.
MERCHANTS WILL BE ABLE TO KEEP THE ACCOUNTS IN SEPARATE SHEETS AND MAKE THE LOG IN THE JOURNAL IN SUMMARY FORM AND THEY WILL ALSO BE ABLE TO MAKE USE OF ELECTRONIC SYSTEMS OR ANY OTHER SUITABLE TECHNICAL MEANS TO REGISTER THE ACCOUNTING OPERATIONS. ALL OF THE ABOVE WILL DO SO FROM THE KNOWLEDGE OF THE OFFICE THAT EXERCISES THE VIGILANCE OF THE STATE. (16)
Art. 436.-THE RECORDS MUST BE CARRIED IN SPANISH. THE ACCOUNTS WILL SETTLE IN COLONES OR DOLLARS FROM THE UNITED STATES OF AMERICA. ALL ACCOUNTS MUST BE KEPT IN THE COUNTRY, EVEN THOSE OF THE AGENCIES, SUBSIDIARIES, SUBSIDIARIES OR BRANCHES OF
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FOREIGN COMPANIES. THE VIOLATION SHALL BE SANCTIONED BY THE OFFICE EXERCISING THE SUPERVISION OF THE STATE IN ACCORDANCE WITH ITS LAW. ANY AUTHORITY WHICH IS AWARE OF THE INFRINGEMENT IS OBLIGED TO GIVE IMMEDIATE NOTICE TO THE OFFICE REFERRED TO ABOVE. (16) (17)
Art. 437.-INDIVIDUAL TRADERS WITH ASSETS OF LESS THAN TWELVE THOUSAND DOLLARS OF THE UNITED STATES OF AMERICA SHALL KEEP THE ACCOUNTS THEMSELVES OR PERSONS OF THEIR APPOINTMENT. (16) (20)
IF THE TRADER DOES NOT TAKE IT FOR HIMSELF, THE APPOINTMENT SHALL BE PRESUMED TO BE AWARDED BY THE TRADER, UNLESS OTHERWISE PROVED. (16)
HOWEVER, INDIVIDUAL TRADERS WHOSE ASSETS IN TURN ARE EQUAL TO OR GREATER THAN TWELVE THOUSAND DOLLARS AND THE SOCIAL MERCHANTS IN GENERAL ARE OBLIGED TO KEEP THEIR ACCOUNTS BY MEANS OF ACCOUNTANTS, COMPANIES LEGALLY AUTHORIZED, BACHELOR OF COMMERCE AND ADMINISTRATION OR HOLDERS OF BOOKS, WITH TITLES RECOGNIZED BY THE STATE, OWING THE LATTER TWO TO ACCREDIT THEIR QUALITY OF THE FORM AS LAID DOWN IN ARTICLE 80 OF THE REGULATION OF APPLICATION OF THE TAX CODE (8) (16) (20)
Art. 438.-COMPULSORY RECORDS MUST BE KEPT IN PRINTED BOOKS OR IN SEPARATE SHEETS, ALL OF WHICH SHALL BE FOLIATED, AND SHALL BE AUTHORIZED BY THE AUTHORIZED PUBLIC ACCOUNTANT WHO HAS APPOINTED THE TRADER. IN THE CASE OF SOCIAL TRADERS, IT SHALL BE THE EXTERNAL AUDITOR WHO SHALL AUTHORISE THE BOOKS OR RECORDS, AND THE ADMINISTRATOR DESIGNATED IN THE STATUTES SHALL ENDORSE SUCH AUTHORISATION.
THE SHEETS OF EACH BOOK MUST BE NUMBERED AND SEALED BY THE AUTHORIZED PUBLIC ACCOUNTANT, AND MUST PUT IN THE FIRST OF THEM A SIGNED AND SEALED REASON, IN WHICH THE NAME OF THE MERCHANT WHO WILL USE THEM IS EXPRESSED, THE OBJECT TO WHICH I THEY ALLOCATE THE NUMBER OF LEAVES THAT ARE AUTHORIZED AND THE PLACE AND DATE OF THE DELIVERY TO THE PERSON CONCERNED.
THE OFFICE THAT EXERCISES THE SUPERVISION OF THE STATE WILL SUPERVISE THE PERFORMANCE OF THIS OBLIGATION, BEING ABLE TO SANCTION THE DEFICIENCIES THAT EXIST AGAINST THE AUDITOR, THE TRADER OR ITS ADMINISTRATORS, AS THE CASE MAY BE, ALL ACCORDING TO THE ACT. (16)
Art. 439.-Traders must conduct their operations on a daily basis and keep their accounts clearly, in chronological order, without blanks, interpolations, scrapes, or cross-out, and without showing any signs of alteration.
Immediately after warning, the errors or omissions in writing to the records, explaining clearly what they consist of, and extending the concept as it should have been written.
Immediately after have discovered the iron or acknowledged the omission in which it was incurred, will be made the opportune Rectification seat.
Art. 440.-The provisions of Articles 436, 438 and 439 are applicable to all records that are required by law to be carried by merchants, even if they are not accounting.
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Art. 441.-THE TRADER MUST ESTABLISH, AT THE END OF EACH FISCAL YEAR, THE ECONOMIC SITUATION OF HIS COMPANY, WHICH WILL SHOW THROUGH THE BALANCE SHEET AND THE STATE OF PROFIT AND LOSS. (16)
THE GENERAL BALANCE, THE STATEMENT OF RESULTS AND THE STATE OF CHANGE IN THE ASSETS OF UNDERTAKINGS SHALL BE CERTIFIED BY AN AUTHORISED PUBLIC ACCOUNTANT, AND MUST BE DEPOSITED IN THE TRADE REGISTER FOR THE PURPOSES OF THIRD. WITHOUT THEIR DEPOSIT, THEY WILL NOT DO FAITH. THE BALANCE SHEET, THE RESULT AND THE CHANGE IN THE ASSETS SHALL BE ACCOMPANIED BY THE OPINION OF THE AUDITOR AND ITS ANNEXES FOR THE PURPOSES OF INFORMATION ON THE CONSISTENCY OF THE RESPECTIVE ACCOUNTS. (16) (20)
Art. 442.-The Financial Statements record shall contain:
I-The ordinary balance sheets.
II-Extraordinary balance sheets, whether they are carried out by early settlement of the business, suspension of payments or bankruptcy, by disposition of the law or by the will of the trader.
III-Summary of inventories relating to each balance sheet.
IV-Summary of accounts that are grouped together to form the lines of the balance sheet itself.
V-The state of losses and gains relative to each balance sheet.
VI-The status of the Heritage composition.
VII- Any other state that is necessary to show the trader's financial and economic situation.
VIII-How the distribution of profits or the application of net losses has been verified.
Art. 443.-EVERY BALANCE SHEET MUST BE EXPRESSED TRUTHFULLY AND WITH THE ACCURACY COMPATIBLE WITH ITS PURPOSES, THE FINANCIAL SITUATION OF THE BUSINESS ON THE DATE TO WHICH IT RELATES. THEIR LINES SHALL BE FORMED ON THE BASIS OF THE ACCOUNTS OPENED, IN ACCORDANCE WITH THE CRITERIA OF ESTIMATION ISSUED BY THE SUPERVISORY BOARD OF THE PROFESSION OF PUBLIC ACCOUNTING AND AUDIT, AND FAILING THIS BY INTERNATIONAL STANDARDS OF ACCOUNTING.
THE BALANCE SHEET SHALL COMPRISE A SUMMARY AND ESTIMATE OF ALL THE ASSETS OF THE UNDERTAKING, AS WELL AS ITS OBLIGATIONS. THE BALANCE SHEET SHALL BE DRAWN UP IN ACCORDANCE WITH THE ACCOUNTING PRINCIPLES AUTHORISED BY THE COUNCIL AND THE NATURE OF THE BUSINESS CONCERNED. (16)
Art. 444.-FOR THE ESTIMATION OF THE VARIOUS ELEMENTS OF THE ASSET, THE RULES THAT THE SUPERVISORY BOARD OF THE PROFESSION OF PUBLIC ACCOUNTING AND
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AUDIT, AND FAILING TO DO SO, BY INTERNATIONAL ACCOUNTING STANDARDS; THERE IS AGREEMENT BETWEEN THE ABOVE RULES, AND DEPENDING ON THE NATURE OF THE BUSINESS CONCERNED, AS WELL AS THE EXISTENCE OF STOCK EXCHANGES OR PRODUCT BAGS; THE RULES LAID DOWN IN THE SPECIAL LAWS MUST BE OBSERVED. (16)
Art. 445.-It is lawful to revalue the assets shown on the balance sheet if such a decision is justified by the actual market conditions, with the exception of raw materials, products and goods, provided that the balance sheet itself clearly shows that a reservation stating the revaluation. The companies that constitute this reserve will not be able to dispose of it but at the time of the liquidation or when selling the revalued goods.
Art. 446.-In the Journal, the balance sheet showing the economic and financial situation of the trader shall be established in the first item, when the assets, liabilities and capital accounts are recorded.
They shall be settled immediately. then in chronological order, the items corresponding to the transactions made by the trader, on his own or other account.
When the business needs so require, the Journal and the Mayor referred to in Article 435 may be consisting of multiple registers, provided that the requirements required by this Code are met. You can also take the Journal and Major in a single record.
Art. 447.-A provision or reservation must be made to provide for the fulfillment of the obligations of the merchant under the law or the work contracts.
Art. 448.-THE OFFICE EXERCISING THE SUPERVISION OF THE STATE, BY MEANS OF ITS DELEGATES, SHALL MONITOR WHETHER THE TRADERS CARRY THEIR RECORDS IN ACCORDANCE WITH THE PROVISIONS OF THIS CODE. IF THE INSPECTION TURNS OUT THAT THEY ARE NOT IN ACCORDANCE WITH THE LAW, OR THAT THEY ARE NOT CARRIED OUT, THE SAID OFFICE SHALL IMPOSE A PENALTY IN ACCORDANCE WITH ITS LAW TO THE OFFENDING TRADER, AND THE CORRECTION OF THE IRREGULARITIES THAT LED TO THE FINE SHALL ALSO BE REQUIRED. (16)
Art. 449.-The refusal to grant access to the accounts to any administrative authority which, under this Code or other laws, has the right to demand it, will be penalized with the suspension of the registration number, until the inspection is verify. For this purpose, the authority to whom the accounting was denied, will immediately release the Trade Registrar to decree the suspension, after hearing the person concerned.
Art. 450.-The probative force of the accounting, its display and judicial recognition, as well as the effects of the lack of some of the requirements required in this Chapter, will be governed by the Code of Civil Procedures.
Art. 451.-THE TRADERS AND THEIR HEIRS OR SUCCESSORS SHALL KEEP RECORDS OF THEIR ROTATION IN GENERAL FOR TEN YEARS AND UP TO FIVE YEARS AFTER THE LIQUIDATION OF ALL THEIR COMMERCIAL BUSINESSES. ALL WITHOUT PREJUDICE TO THE PROVISIONS OF ARTICLE 455.
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THE REGISTRAR WILL NOT GRANT COMPANY REGISTRATION, OR CANCEL THE ALREADY GRANTED, TO WHICH THERE IS INFRINGEMENT OF THE PROVISIONS OF THIS ARTICLE. ANY AUTHORITY WITH KNOWLEDGE OF THE INFRINGEMENT SHALL IMMEDIATELY RELEASE THE REGISTRAR, MAKING IT KNOWN TO HIM. (16)
Art. 452.-INDIVIDUAL TRADERS WHOSE ASSETS IN TURN ARE LESS THAN TWELVE THOUSAND DOLLARS OF THE UNITED STATES OF AMERICA, WILL CARRY A BOOK BOUND TO SETTLE SEPARATELY EXPENSES, PURCHASES AND SALES, CASH AND CREDIT. (16) (20)
IN THIS BOOK, AT THE END OF EACH YEAR, THEY SHALL MAKE AN OVERALL BALANCE SHEET OF ALL THE OPERATIONS OF THEIR ROTATION, SPECIFYING THE VALUES THAT FORM THE ASSET AND THE LIABILITY. (16)
Art. 453.-PREMISES, AGENCIES OR BRANCHES BELONGING TO THE SAME TRADER, LOCATED IN THE SAME DEPARTMENT, ARE CONSIDERED TO BE ONE FOR THE PURPOSES OF THE COMMERCIAL ROTATION REFERRED TO IN THIS CODE. (20)
Art. 454.-The letters, telegrams and invoices received and copies of which the traders issue, which serve as proof for the accounting aspects, shall be deemed to be annexed to the accounts and shall be kept for the time specified in the Art. 451.
Art. 455.-TRADERS MAY MAKE USE OF MICROFILM, OPTICAL DISCS OR ANY OTHER MEANS OF ARCHIVING DOCUMENTS AND INFORMATION, IN ORDER TO SAVE IN A MORE EFFICIENT MANNER THE RECORDS, DOCUMENTS AND REPORTS THEY CORRESPOND, AFTER AT LEAST 24 MONTHS AFTER THE DATE OF THEIR ISSUE. COPIES OR REPRODUCTIONS DERIVED FROM MICROFILM, OPTICAL DISC OR ANY OTHER MEDIUM, SHALL HAVE THE SAME EVIDENTIARY VALUE AS THE ORIGINALS PROVIDED THAT SUCH COPIES OR REPRODUCTIONS ARE CERTIFIED BY NOTARY, PRIOR TO CONFRONTATION WITH THE ORIGINALS.
IN THE CASE OF FALSEHOOD, THE CRIMINAL CODE WILL BE AVAILABLE. (16)
TITLE III
ADVERTISEMENT
CHAPTER I
TRADE LOG
SECTION "TO"
GENERAL PROVISIONS
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Art. 456.-THE REGISTER OF COMMERCE IS ESTABLISHED, AS ADMINISTRATIVE OFFICE, DEPENDENT ON THE NATIONAL CENTER OF REGISTERS, INTENDED TO GUARANTEE THE FORMAL PUBLICITY OF THE ACTS AND COMMERCIAL CONTRACTS THAT IN ACCORDANCE WITH THE LAW REQUIRE IT. THE TRADE REGISTER MAY HAVE ONE OR MORE OFFICES, THE LOCATION, NUMBER AND TERRITORIAL JURISDICTION OF WHICH SHALL BE LAID DOWN IN THE REGULATION OF THE TRADE REGISTRATION ACT. (20)
The Trade Registry will comprise:
I-Registration of trade license plates.
II-Record of trade documents.
III-Record of balance sheets.
IV-REPEALED (20)
Art. 457.-THE REGISTRATION OF REGISTRATION PLATES SHALL BE CARRIED OUT IN ACCORDANCE WITH THE PROVISIONS OF TITLE I OF THIS BOOK. (16)
TO THAT END, THE FOLLOWING PARTICULAR RECORDS WILL BE CARRIED: (16)
I-ENTERPRISE LICENSE PLATES. (16)
II-REGISTRATION OF PREMISES, AGENCIES OR BRANCHES. (16) (20)
Art. 458.-The registration of commercial documents will be carried out in four particular registers:
I-Registration of social instruments.
II-Registration of powers, appointments and credentials.
III-Registration of contracts for sale in instalments of movable property.
IV-Registration of all other documents subject to such formality.
Art. 459. THE BALANCE SHEETS SHALL BE KEPT FOR THE PURPOSE OF THE FINANCIAL YEAR, THE STATEMENTS OF RESULTS AND THE CHANGE IN THE ASSETS, TOGETHER WITH THE OPINION OF THE AUDITOR AND ITS ANNEXES, OF THOSE TRADERS WHO ARE OBLIGED TO FORWARD THEM TO THE REGISTER OF THE TRADE. (20)
Art. 460.-REPEALED (20)
SECTION "B"
FORMAT
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Art. 461.-The Register of Commerce is public. It includes both the seats that appear, and the marginal annotations that are made on them.
The Registrar will issue, to the person who requests it, a literal certification or an extract of the seats. In all certification, the Registrar shall record the marginal annotations that appear in the registration in question.
Art. 462.-LEGAL RELATIONS AND RIGHTS ARE LEGALLY PRESUMED TO EXIST AS THEY APPEAR IN THE INSCRIPTIONS. (16)
Art. 463. THE CONTENT OF THE REGISTRATIONS OF THE REGISTER SHALL BE DEEMED TO BE ACCURATE FOR ANY PERSON WHO HAS CONTRACTED, AND SHALL RELY ON HIS DECLARATIONS, UNLESS THE REGISTER ITSELF INDICATES POSSIBLE CAUSES OF INACCURACY OF THE REGISTRATION, OR BY OTHER SOURCES HE KNEW THAT INACCURACY. (16)
The Registrar is personally responsible for the inaccuracies contained in the seats you have authorized and certifications you have extended.
SECTION "C"
REGISTER MATERIALS
Art. 464. THE COMPANY LICENSE PLATES AND THE REGISTRATION OF PREMISES, AGENCIES OR BRANCHES SHALL BE SETTLED IN ACCORDANCE WITH THE PROVISIONS OF TITLE I OF THIS BOOK. (16) (20)
Art. 465.-In the Register of Trade Documents, they will be entered:
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 CERTIFICATES OF THE SAME WHICH RECOGNIZE THE DISSOLUTION OF THE COMPANY OR PRACTICE THE LIQUIDATION OF THE COMPANY AND THE CERTIFICATES OF THE POINTS OF THE ACT, IN THE CASES WHERE THEY MUST BE REGISTERED AND THE LAW DOES NOT INDICATE ANOTHER REGISTRATION TO THE EFLECT. (20)
II-IN THE REGISTER OF POWERS, APPOINTMENTS AND CREDENTIALS: THE POWERS THAT TRADERS GRANT FOR COMMERCIAL OBJECTS OR THOSE THAT THE SAME TRADERS GRANT FOR OTHER PURPOSES, BUT WHICH CONTAIN COMMERCIAL CLAUSES, AS SUCH 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. (20)
III-In the Register of sales contracts for the time-limits of movable property: contracts of that kind which for that purpose are presented in accordance with Chapter II of Title IV of the Fourth Book.
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IV-In the Register of other documents subject to this formality:
a) issuance of bonds and the issue of modification or cancellation of the bonds.
b) The scriptures for which the business or commercial establishments are placed or taxed or any real right to them is constituted.
c) The capitulations marriage, where the right of the spouses is granted to any of the spouses to force the goods of the other or of the conjugal society, by virtue of trade negotiations.
d) Any other document which, according to the law, is subject to registration.
Art. 466.-THE FOLLOWING CLASSES OF SEATS SHALL BE HELD IN ACCORDANCE WITH THIS CODE AND WITH THE RESPECTIVE REGULATIONS IN ACCORDANCE WITH THIS CODE:
I-PRESENTATION SEATS.
II-PROVISIONAL INSCRIPTIONS.
III-DEFINITIVE INSCRIPTIONS.
IV-MARGINAL ANNOTATIONS.
V-PREVENTIVE ANNOTATIONS.
VI-CANCELLATIONS. (20)
Art. 467.-The documents to be entered in the Register shall be:
I-Public Instruments
II-Authentic Instruments.
III-Private documents, the signatures of which have been legalized.
IV-Balances of those merchants are subject to such an obligation without the need for their signatures to be authenticated.
Art. 468.-THE DOCUMENTS TO BE ENTERED IN THE TRADE REGISTER SHALL BE IMMEDIATELY AFTER THE FILING, WITHOUT THE NEED FOR PRIOR TAX QUALIFICATION. (16)
Art. 469.-WHEN DOCUMENTS ARE SIGNED IN WHICH TRADERS ARE INVOLVED, THEY MAY NOT SETTLE IN THE REGISTER, IF THEIR COMPANIES ARE NOT PREVIOUSLY REGISTERED
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MERCANTILE. (16)
The final entries and the preventive annotations shall be a summary of the instrument recording in which the name and the general names of each of the parties, the terms of the contract or the declaration which are not available may be missing. contains the instrument and the facts or circumstances that the Notary claims to cover with the notarial faith.
Register or record any document in the Register, no other document may be entered in the Register, without the consent of the holder to who will affect or without a warrant.
The same rule will be observed when there is only one extended the presentation seat, as long as the presented document is not rejected.
Art. 470.-No contradictory action of legal facts or relations may be exercised which consists in the Registry, without prior or at the same time, the application for nullity and cancellation of the respective registration.
The claimant may (a) to apply for a preventive endorsement of the fact or right which is contradictory to that registered; the Judge shall order the entry, if it is found in a previously registered document, unless such document is not subject to registration; or application for invalidity of the registration, registered title or rights contained in the in the cases expressly referred to in this Code. If this seat is made by the appropriate court order, any subsequent registration shall be ineffective as soon as it damages the right to the annotation, while it is a subsidiary.
Art. 471.-The rating will comprise:
I-The Registrar's competence to do so.
II-The extrinsic requirements and formalities of the filed document.
III-The ability and personeria of the grantor or his representative, of agreement with what appears in the document.
IV-The validity of the obligations, when the document refers to them and according to their own tenor.
Art. 472.-THE QUALIFICATION THAT THE LEGALITY OF THE DOCUMENTS MAKE THE REGISTRARS, WILL BE UNDERSTOOD FOR THE EFFECT OF OBSERVING OR DENYING THE INSCRIPTION FOR LEGAL CAUSES OR TO ADMIT IT AND WILL NOT HARM THE JUDGMENT THAT CAN BE FOLLOWED IN THE COURTS ON THE NULLITY OF THE SAME TITLE. (20)
Art. 473.-REPEALED (20)
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 REGISTER, DULY SIGNED BY THE OWNER OR LEGAL REPRESENTATIVE AND ACCOUNTANT, TO BE LISTED IN
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RECORD OF BALANCES; AND WHEN THE ASSET IS EQUAL TO OR GREATER THAN THIRTY-FOUR THOUSAND DOLLARS, THEY SHALL ALSO BE CERTIFIED BY AUDITOR WHO MEETS THE REQUIREMENTS SET OUT IN ARTICLE 290 OF THIS CODE. (12) (20)
COMMERCIAL COMPANIES AND INDIVIDUAL LIMITED LIABILITY COMPANIES ARE REQUIRED TO SUBMIT THEIR GENERAL BALANCE SHEETS FOR THE FINANCIAL YEAR TO THE TRADE REPOSITORY FOR DEPOSIT, DULY SIGNED BY THE REPRESENTATIVE. LEGAL, ACCOUNTANT AND EXTERNAL AUDITOR, ACCOMPANYING FOR THE PURPOSES OF DEPOSIT IN THE SAME OFFICE, THEIR RESPECTIVE STATES OF RESULTS AND CHANGE IN THE ESTATE, TOGETHER WITH THE OPINION OF AUDITOR AND ITS ANNEXES. (12) (16) (20)
Art. 475.-The registration will produce legal effects from the day and time of presentation, provided that it is followed by registration. The day and time of the filing seat shall be entered in the main seat.
The effects of the final inscriptions on the Trade Register shall be regulated as follows:
I- registration of the Register of Social Instruments, in accordance with Articles 24, 25, 50, 58, 63, 111, 177, 183, 188, 189, 319, 324 and 342, all of this Code.
II-Regarding the Register of Powers, Appointments and credentials, in accordance with Articles 367 and 371 of this Code, provisions of which the In all cases.
III-With respect to the registration of the Register of sales contracts in terms of movable property, they shall have the effects indicated in Chapter II of Title IV of the Fourth Book of this Code.
IV- registration of all other documents subject to such formality, the instruments to be entered in the Register, shall not have any effect against third parties until they have been registered; except for the negotiable bonds and bonds, and those for the modification and cancellation thereof, the effects of which are regulated by the ordinal I), of this same article, as if they were inscriptions of the Register of social instruments.
V-Regarding the inscriptions of the records that make up that of the registration plates, in accordance with the chapter IV of Title I of this Book.
VI-REGARDING THE BALANCE SHEETS WITH WHICH THE BALANCE SHEET IS RECORDED, IN ACCORDANCE WITH ARTICLES 286 AND 441 OF THIS CODE. (20)
VII-REPEALED (20)
Art. 476.-The following documents will be preemptively annotated, in an auxiliary register, which will take effect:
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I-The instruments presented for registration, when they cannot be registered for defects form and so request the person who has presented them. This annotation will expire at ninety days from the date on which it was settled, and by the final registration of the document. The annotation will produce the same effects as the definitive inscription, for the time of its validity.
II-The certification of the demand referred to in Article 470, under the conditions established therein.
III-The commandment However, it is necessary for the Commission to take the necessary steps to ensure that the Commission is able to carry out the necessary measures. The rights of the creditor creditor shall be given preference over the credits entered into by the holder after the entry.
Art. 477.-It is the obligation of the Registrar to make the marginal annotations that are coming, which will be of two species:
I-Annotations of modification, those that refer to acts that alter substantially the marginalized.
II-Relationship annotations, those that relate to related acts with which they are marginalized, without modifying them.
The respective regulations will indicate which are the marginal ones of one and another species.
Art. 478.-The modification of any of the circumstances that must contain an inscription, shall be recorded by a seat of rectification, independent of the main registration of the case.
Art. 479.-The seats of the Registry may be cancelled only:
I-By express consent of the interested parties, manifested in authentic form.
II-When the cancellation is a natural consequence of the subsequent legal act that is registered.
III-By court decision.
Art. 480.-The total cancellation of the seats of the Registry, in the following cases:
I-When the fact, the legal relationship or the registered right is completely extinguished.
II-When the ineffectiveness or the false title in whose virtue the inscription has been made.
III-When the nullity of the registration is declared judicially.
IV-When it is an embargo and the period of the extinguishing of the action has elapsed executive. This will be checked by the interested party, versus
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Registrar, with the certification or constancy extended by the Judge to whom the corresponding execution, in which the date of the last resolution is recorded.
Art. 481.-Preventive annotations will be canceled when the right they protect is extinguished.
Art. 482.-The certifications extended by the Registrar, will have the same evidential force as the attached documents to which they refer.
Art. 483.-The lack of registration of the documents subject to such a formality will have the sanction that in each case determines the law and the fine that the respective regulation establishes.
CHAPTER II
MATERIAL ADVERTISEMENT
Art. 484.-THE REGISTRAR OF COMMERCE SHALL PUBLISH PERIODICALLY IN ITS OFFICIAL BODY: (16)
I-THE NAMES OF THE TRADERS WHO OBTAIN THE REGISTRATION OF THE COMPANY AND THE NAME AND NUMBER OF THE COMPANY. (16)
II-THE BALANCE SHEETS OF TRADERS WHO HAVE THE OBLIGATION OF DEPOSITARIES. (16) (20)
Art. 485.-THE SOCIAL WRITINGS OF CONSTITUTION, MODIFICATION, TRANSFORMATION, MERGER AND LIQUIDATION, THE JUDGMENTS CONCERNING THE DISSOLUTION AND LIQUIDATION OF COMPANIES, AS WELL AS THE VOLUNTARY AGREEMENTS FOR DISSOLUTION, THE SEATS THAT ARE THEY REFER TO INDIVIDUAL LIMITED LIABILITY COMPANIES, BOND ISSUES AND CANCELLATIONS OF THE REGISTER ' S SEATS, TO BE PUBLISHED IN EXTRACT ONCE, ON THE OFFICIAL TRADE REGISTER BODY. (20)
Any publication appearing on the official organ of the Trade Registry has a disclosure value.
Art. 486.-Whenever the law determines that an act must be published, it shall be made in the Official Journal and in a national circulation journal, for three times in each, unless the law determines a different number. The publications must be alternate.
The resulting deadlines will be counted from the day following the last publication in the Official Journal.
Art. 487.-Private advertising which is made of legal facts and relationships, by means other than legal means, shall bind those who make it, in the terms in which it has been effected, if it meets these requirements:
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a) Being made in an effective advertising medium.
b) Being made sufficiently for make a prudent trader believe in it.
c) Be based on commercial uses and customs.
TITLE IV
LIMITATIONS OF BUSINESS ACTIVITY
Art. 488.-Traders must exercise their activities in accordance with the law, commercial uses and good customs, without harming the public or the national economy.
The violation of this rule entitles the injured party to request judicially to cease illegal conduct and to demand repair of the damage.
Art. 489.-REPEALED BY D.L. 528/2004.
Art. 490.-REPEALED BY D.L. 528/2004.
Art. 491.-It is considered unfair competition to carry out acts intended to attract customers unduly. In particular the following:
I-Enwon the general public, or certain persons, by:
a) Bribery of the customer's employees to mislead them about the services or products supplied.
b) Use false indications about the origin or quality of the products or services, or about prizes and distinctions obtained by them.
c) Employment of packaging, inscriptions or any other means that attribute the appearance of genuine to counterfeit or adulterated products.
d) Propagar, about the causes of the seller to offer special conditions, fake news that is capable of influencing the buyer's purpose, such as announcing sales from liquidations, bankruptcies or suspensions without actually being in place. Goods purchased in bankruptcy, suspension or liquidation may not be resold with notice of that circumstance. Only those that result from the extinction of the company, the closure of an establishment or branch or the termination of activities in one of its branches can be announced as liquidation sales.
e) Perform realizations in which the items put up for sale are not at prices that imply an effective reduction from previous prices.
II.-Directly prejudice another trader, without infringing contractual obligations for
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with the same, by way of:
a) Misuse of trade names, emblems, samples, notices, trademarks, patents and other elements of a company or its establishments.
b) Propagation of news capable of discrediting the products or services of another company.
c) Bribery of employees of another trader so that
d) Obstacles to the access of customers to the establishment of another trader.
e) Direct and public comparison of the quality and prices of the goods or services themselves, with those of other businessmen who are nominally appointed or in such a way as to make their identity known.
III-REPEALED BY D.L. 528/2004.
IV-Take advantage of the services of the person who has broken his employment contracts at the invitation of the trader who is giving him new employment. To this effect, unless proof to the contrary, the invitation is presumed to be made by the person who uses the services of the person in this case.
V-Cover other similar acts directed directly or indirectly to divert the clientele from another merchant.
Art. 492.-Where acts of unfair competition prejudice the interests of a professional group, the action shall be taken by the individual concerned as well as by the respective professional association or chamber of commerce.
Art. 493.-The action may be prepared by the judicial display of all objects which are evidence of the acts of unfair competition, or of a sufficient number of them, provided that the corresponding caution is granted.
requested, as an act prior to the application, the provisional injunction to cease the acts of unfair competition, by providing sufficient bail, in the judgment of the Judge, to compensate for the damage caused, if in the judgment which was subsequently promoted Unfair competition is not sufficiently established.
Art. 494.-The judgment declaring the existence of acts of unfair competition shall, in addition to the cessation of such acts, order the measures necessary to prevent its consequences and to prevent its repetition, as well as the compensation of damages and damages, when appropriate.
Art. 495.-THE RECURRENCE OF THE ACTS OF UNFAIR COMPETITION WILL BE PROVEN JUDICIALLY, THE COMPANY REGISTRATION OF THE GUILTY TRADER WILL BE DEFINITIVELY CANCELLED. (16)
Art. 496-WHEN REPEATED ACTS CONTRAVENING THE PROVISIONS OF THIS
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TITLE BE EXECUTED BY COMPANIES, COMPANY REGISTRATION OF THE PARTNERS WILL BE CANCELLED ADMINISTRATORS WHO WILL BE RESPONSIBLE FOR THEM. (16)
The above provision applies to the partners or administrators of companies that perform acts of those referred to in Chapter XIII of Title II of the First Book of this Code, even if they are not repeated.
Art. 497.-When the Judge of Commerce who is aware of a judgment on unfair competition, warns the commission of facts that may constitute a crime, he must certify the relevant passages of the file and refer them to the Attorney General of the Republic, especially the evidence in this regard, so that the aforementioned official, under his or her responsibility, promotes the criminal action that is taken.
TITLE V
BANKRUPTCY AND SUSPENSION OF PAYMENTS
CHAPTER I
PROVENANCE OF BANKRUPTCY
Art. 498.-The judicial declaration of bankruptcy shall be made by the competent Judge of Commerce, against the trader who has ceased to pay his obligations, and is a constituent of a state of the same. This situation is presumed, in the following cases:
I-Failure to comply with its liquid and expired obligations.
II-Insufficiency of goods in which the embargo can be blocked.
III-Hiding or absence of the trader by fifteen days or more, without leaving your company to someone who can legally meet your obligations.
IV-Voluntary closure of your company's premises, for a fortnight or more, when you have obligations to meet.
V-Cession of their assets to the detriment of any of their creditors.
VI-To be charged with ruinous files, fraudulent or fictitious, to address or cease to fulfill their obligations.
VII-To order its own bankruptcy filing.
VIII-Request the suspension of payments where it does not proceed, or when, granted, no agreement is concluded with creditors.
IX-Failure to comply with obligations under the agreement made on the basis of suspension of payments.
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X-In any other of a similar nature to that of the above.
The presumption that This article is invalid with proof that the merchant can address its liquid and expired obligations with its available asset.
Art. 499.-Within two years of the death or withdrawal of a trader, his bankruptcy may be declared when it is proven that he had ceased to pay his obligations at the time before death or retirement.
Art. 500.-The bankruptcy of a company provokes that of the partners with unlimited liability.
The bankruptcy of one or more partners does not in itself produce that of the company, of any kind whatsoever.
The companies in liquidation and the
companies listed in Article 20 are subject to competition and not bankruptcy.
Art. 501.-The action to promote the universal trial of bankruptcy belongs to the Public Ministry, the bankrupt itself and any of its creditors. When these are the holders of Bonds or of Certificates of Participation, the action may be exercised by the common representative of the holders or by any of them.
The bankruptcy of a company may also be promoted by any of the partners, where the general meeting or the administrators, where appropriate, refuse to apply for the voluntary bankruptcy of the entity.
The bankruptcy of the companies is applicable to Articles 351 and 352.
Art. 502.-The universal judgment of bankruptcy, the suspension of payments and the rehabilitation of the bankrupt, as well as their incidents, will be dealt with in accordance with the provisions of the Code of Civil Procedures.
CHAPTER II
ITS EFFECTS ON THE PERSON OF THE BROKEN
Art. 503.-The bankrupt is deprived of the administration and disposition of its property rights and is disabled for the performance of their business charges.
Art. 504.-BANKRUPTCY MAY BE FORTUITOUS, GUILTY OR FRAUDULENT AND IS CONSIDERED FORTUITOUS WHILE IT HAS NOT BEEN FOUND GUILTY OR FRAUDULENT BY THE COMPETENT TRADE JUDGE.
EXECUTING THE JUDGMENT IN WHICH THE BANKRUPTCY IS QUALIFIED AS GUILTY OR FRAUDULENT, THE JUDGE OF COMMERCE IS OBLIGED TO IMMEDIATELY GIVE AN ACCOUNT OF HIS DECISION TO THE ATTORNEY GENERAL OF THE REPUBLIC, SO THAT UNDER HIS PERSONAL RESPONSIBILITY, HE PROMOTES THE CRIMINAL ACTIONS THAT ARE COMING. (6)
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The information that the Judge of Commerce must provide to the Prosecutor shall contain, if applicable, the the names of the directors, administrators, liquidators, legal representatives, factors or proxies of the bankrupt company, in order for the criminal liability to be aired.
Art. 505. THE ACCOMPLICES OF THE BANKRUPT WILL BE CONDEMNED BY THE JUDGE OF COMMERCE, WITHOUT PREJUDICE TO THE CRIMINAL RESPONSIBILITY IN WHICH THEY INCUR:
I-TO LOSE ANY RIGHT THAT HAS IN THE MASS OF THE BANKRUPTCY;
II-REINTEGRATE TO THE SAME MASS THE PROPERTY AND RIGHTS OF WHICH ITS LIABILITY HAS BEEN DETERMINED, WITH INTEREST AND COMPENSATION FOR DAMAGES. (6)
Art. 506.-Although in the criminal sentence it is not expressed, it will produce the following mercantile effects with respect to the persons declared liable for bankruptcy or fraudulent:
a) Incapacity to exercise the trade for the duration of the duration conviction.
b) Incapacity to exercise mercantile charges, for the same time.
CHAPTER III
ITS EFFECTS ON THE ESTATE OF THE BANKRUPT
Art. 507.-The bankrupt will retain the free disposition of:
I-Rights strictly related to the person, such as those relating to the civil or political state, even if they have a heritage content derived from that state.
rights to non-foreign goods that are not transferable by their nature or for which the owner's consent is necessary.
III-The profits that the bankrupt obtains, after the declaration of bankruptcy, for the financial year personal activities. The Judge may limit the exclusion, taking into account the needs of the bankrupt and his/her family.
IV-The alimentary pensions, within the limits that the Judge points out in accordance with what is indicated in the previous ordinal.
goods that are legally inembargable.
Art. 508.-The acts of dominion or administration that the broken down on the goods in the mass, from the moment the sentence of the declaration of bankruptcy is signed, lack validity in front of the creditors.
provided in the preceding paragraph, when the mass takes advantage of the consideration obtained by the bankrupt, the acts of which they proceed will be valid.
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Art. 509.-The effects of the bankruptcy are rolled back to the date of default, in accordance with the relevant provisions of the Civil Procedure Code.
Art. 510.-The representatives of the bankruptcy, replace the bankrupt in the judgments that are initiated by or against it, at the moment of the declaration of bankruptcy, provided that such judgments have patrimonial content.
Art. 511.-The judgment declaring bankruptcy, pronounced abroad produces effects in El Salvador, provided that it meets the requirements of the Code of Civil Procedures.
However, the creditors domiciled in El Salvador
CHAPTER IV
ITS EFFECTS ON LEGAL RELATIONSHIPS
SECTION "A"
OBLIGATIONS IN GENERAL
Art. 512.-The bankruptcy filing produces the following effects on the debt of the bankrupt:
I-The outstanding obligations will be due. If the payment of the non-interest-bearing debts is verified before the pre-fixed time, the interest rate shall be discounted to the legal rate, for as long as the interest is left to the time when the credit was due.
II-The debts will cease to cause interest against the mass. Mortgage and pignoraticios are excepted, to the extent that they reach the respective guarantee.
III-The credits of the bondholders and certificates of participation of public limited companies shall be computed by their value of issuance, deduced what would have been paid to them as redemption or redemption.
IV-They cannot be compensated, neither by law nor by agreement of the parties, the debts of the bankrupt.
V-The credits subject to suspension condition, shall be immediately (a) to be enforceable against bankruptcy The fees to be charged for these claims shall be deposited in the banking establishment which the Judge designates, until the condition has been made effective for the creditors. If, before the condition has been completed, the bankruptcy is to be completed, the debtor's shares must be paid, if full payment was made; or they will be distributed among the other creditors, otherwise.
VI-The credits subject to the condition of resolution be considered pure and simple.
Art. 513.-The exercise of rights corresponding to the obligations of the bankrupt other than
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pecuniary or that are of undetermined or uncertain value, requires your prior valuation in money.
Art. 514.-The amount of the appropriations for periodic or successive benefits shall be determined by the sum of the credits provided, and each of them shall be subject to the provisions of advance payment discounts.
SECTION "B"
SOLIDARITY OBLIGATIONS
Art. 515.-If one or more of the debtors of a solidarity obligation declare bankruptcy, the creditor shall be entitled to claim the total amount of his credit from each mass until it is fully extinguished.
If the sum of the amounts The difference shall be reintegrated into each mass in proportion to what it would have paid for the creditor of a number of severable debtors. If the failed ones were guaranteed in a given order, the surplus sum will be paid to the last of the guarantors and the remaining, in successive order, to those that precede it, until the respective credits are extinguished.
Art. 516.-The bankruptcy or bankruptcy of the debtors who have paid the common creditor, have the right to demand from the others the payment of the corresponding proportional quotas.
Art. 517.-The partial payment of an obligation before the declaration of bankruptcy, limits the amount of the credit against the mass.
The obligor who paid may be registered in the bankruptcy of his/her coobligated for the amount of the payment made, but the fee that It will have to be delivered to the creditor, if he so requests and has not obtained full payment for the amount indispensable for this.
Art. 518.-It shall be in favour of the creditor and up to the concurrence of his credit, the share corresponding in the bankruptcy to a coobligor or guarantor of the bankrupt who has a garment or mortgage on goods of this in guarantee of his obligation.
Art. 519.-The co-debtors of the failed commercial debt not due to the time of the bankruptcy, will only be obliged to give caution that they will pay to the maturity, if they do not prefer to pay immediately.
In the endorsements and in general when the obligations are successive, the failure of the later endoscopy does not entitle to sue prior to the expiration of the previous endorsements.
Art. 520.-If the debtor goes bankrupt, the guarantor shall enjoy the entire period stipulated.
If the guarantor goes bankrupt, it may be replaced by another, if the former was not given by convention and on the basis of a given person. Otherwise, the obligation is immediately enforceable against the debtor.
SECTION "C"
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PENDING EXECUTION CONTRACTS
Art. 521.-The bankruptcy does not affect the contracts relating to goods whose administration and disposal preserves the breach in accordance with Article 507 or, in general, to the legal relations which are strictly personal or non-personal heritage.
Art. 522. Contracts pending full or partial execution may be completed by the representative of the bankruptcy, in the form indicated in the Code of Civil Procedures.
a representative who declares whether he or she is to comply or to terminate the contract, even if the time has not come for compliance.
The non-bankrupt contractor may suspend the performance of the contract until the representative meets or guarantees his/her compliance.
Art. 523.-If the company of the bankrupt had continued, it will always be obliged to comply with the contracts related to it.
Art. 524. The contracts for the opening of credit, commission and mandate will be resolved by the bankruptcy of one of the parties.
The bankruptcy of the principal does not, in itself, resolve the contractual relationship with its factor.
Art. 525.-The bankruptcy declaration suspends the course of the current accounts, which will be put in liquidation.
Art. 526.-In the contracts of the reporting, the bankruptcy of the reporter authorizes the representative of the same, arrived the expiration, to surrender the titles and to demand the price.
Art. 527.-If the bankrupt has purchased a movable or immovable property from which the delivery has not yet been made, it will not be able to require the seller to proceed to it, as long as it does not pay the price or guarantee the payment to the satisfaction of the seller.
Yes the delivery has been effected by virtue of promise of sale, the seller will be able to recover the thing judicially, returning the paid portion of the price.
Art. 528.-The seller of unpaid movable property, which is en route for material delivery to the buyer, may be declared bankruptcy of the buyer:
I-Variate the consignment in the legally admitted terms.
II-Suspend the material delivery of the same, even if you do not have the appropriate documentation.
Art. 529.-If, in accordance with the provisions of this Code, the execution of the contract is not withdrawn, and the price has been fixed, the seller may require caution.
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The bankruptcy representative will be able to pay the price at once, obtaining the payment discount To be counted, expressed or implied in the contract and, in its absence, according to the uses of the trade, and in the absence of them according to the provisions on the advance payment in the ordinal I of the Art. 512 of this Code.
Art. 530.-If the sales were made by deliveries and some of them were made without being paid, the representative will be obliged to pay them, which will certainly be a prerequisite for compliance with the provisions of the previous article.
Art. 531.-However, the bankruptcy of the seller of a piece of furniture, the buyer can demand the fulfillment of the contract, if the thing had been determined before the declaration of bankruptcy.
Art. 532.-The representative of the bankruptcy of a company may require the limited liability partners to pay the outstanding exhibits immediately, up to the limit of the agreed contribution.
Art. 533. The contracts for the provision of services of a strictly personal nature, in favour or in charge of the bankrupt, are not resolved. The labor relations with the bankrupt will be governed by the special laws of the matter.
The representative of the bankruptcy will be able to keep in force the contracts that are necessary for the continuation of the company or for the administration and liquidation of bankruptcy.
Art. 534.-The flat-rate work contract shall be settled by the bankruptcy of one of the parties.
Art. 535.-The bankruptcy of the insured person does not resolve the insurance contract.
If the representative of the bankruptcy does not inform the insurer, the declaration of bankruptcy within the period of thirty days from the date of the insurance, the insurer may
In life or mixed insurance, the insured person's bankruptcy representative, when there is no third party's irrevocable rights policy, will be able to give up the policy, obtain the reduction of the insured capital or make the any other operation that means economic benefit to the mass.
This last paragraph applies to capitalization and savings and loan contracts.
Art. 536.-The bankruptcy of the insurance company does not resolve the insurance contract; the mass will be responsible for the benefits, in the contractual terms, unless the representative, prior to the legal requirements, reaches an agreement with another company
SECTION "D"
ACTS PRIOR TO BANKRUPTCY
ART. 537.-The acts of the bankrupt, made in fraud of creditors, are not valid before the mass, either before or after the declaration of bankruptcy. If the act is onerous, it will be necessary for the
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third party who intervened in the act, has had knowledge of the fraud.
Art. 538.-From the date on which the effects of the bankruptcy are rolled back, they are presumed to have been carried out in the fraud of creditors, without any proof to the contrary:
I-The acts are free of charge and the onerous in that the benefit received by the bankrupt is evidently of lower value than his.
II-Payments of unexpired obligations, made by the bankrupt with money, securitisvalues or in any other way. If the third parties return to the mass, which they have received from the bankrupt, they may request the recognition of their credit where appropriate. The discount of its own effects, made by the failed one, will be considered as advance payment.
Art. 539.-Made in the case of fraud by creditors, if they are carried out from the date of retroactive, unless the person concerned proves his or her good faith:
I-Payments of overdue debts, made in kind other than that which corresponds, given the nature of the obligation.
II-The creation of real rights on assets of the bankrupt in guarantee of obligations prior to the date of retroactive, for which no such guarantee has been agreed, or on the basis of claims, loans in money, effects or goods, whether or not earlier than the date indicated, the delivery of which shall not be verified present at the time the obligation is granted to Notary.
Art. 540.-Creditors, payments, acts and enajenations are presumed to be onerous from the date of the retroactive date, if the representative or any interested party proves that the third party knew the situation of the bankrupt.
Art. 541.-Whenever any object or quantity is returned to the mass, it shall be understood, even if it is not expressed, that its liquid products or interests must also be returned for the time during which the matter or money was enjoyed, except for cases of good faith.
Art. 542.-If the goods covered by these acts have been removed from the assets of those who obtained them under the same acts, to be acquired by a third party in good faith, the first acquirer may be required to pay damages, except that
The same responsibility lies with the one who, in order to avoid the effects of the revocation, has destroyed or concealed the goods that are the object of the revocation.
CHAPTER V
EXTINCTION OF BANKRUPTCY AND REHABILITATION FROM THE QUEUE
Art. 543.-Bankruptcy is extinguished:
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I-By Payment.
II-For lack of asset.
III-For lack of concurrency creditors.
IV-By unanimous agreement of the concurrent creditors.
V-By agreement between the creditors and the bankrupt.
Art. 544.-The bankruptcy is extinguished, if the failed one has not been convicted by the Judge of the Criminal as responsible for the guilty or fraudulent bankruptcy, he may ask for his rehabilitation to the Judge of Commerce, who will grant it without any caution in the case of the ordinal I of the previous article. In cases falling within the remaining ordinals, sufficient caution shall be required in the judgment of the Judge to answer for the fulfilment of the insolute obligations where the respective creditors so require.
Art. 545.-When the failed person has been convicted as a responsible or fraudulent bankruptcy, he/she may request his/her rehabilitation from the Judge of Commerce, who will grant it when the requirements indicated in the previous article have been filled and, in addition, the The following:
I-If convicted of guilty bankruptcy, have fully complied with your conviction.
II-If you are liable for fraudulent bankruptcy, three years after the day you fully served your sentence.
CHAPTER VI
SUSPENSION OF PAYMENTS
Art. 546.-Every trader, before being declared bankrupt, may request that he be declared in a state of suspension of payments and that his creditors be summoned for the conclusion of a preventive general agreement of that.
Art. 547.-They may not request that they be declared in a state of suspension of payments, the merchants who:
I-Hayan have been convicted for crimes of falsehood or property or for crimes of any nature committed on occasion of the exercise
II-Hayan reneged on the obligations of a previous bankruptcy preventive agreement.
Art. 548.-For the duration of the procedure for the suspension of payments, no previously constituted credit may be required of the debtor nor must it be paid, pending the course of the prescription and the terms in the trials to which it is refers to the following article.
However, the protestas that are coming may be formalized.
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Art. 549.-With the exception of claims of a working nature, food or credit with a real guarantee, judgments against the debtor which are intended to claim compliance with property obligations shall be suspended; but they may be take into them the precautionary measures outlined by the law.
Art. 550.-During the procedure, the debtor will retain the administration of the goods and continue the ordinary operations of his company under the legal supervision.
Art. 551.-The acts of incorporation of mortgages and garments, of free character and in general, those that exceed the ordinary administration of the company, are valid in the face of creditors. The Judge may authorize these acts in the cases of obvious need and urgency.
If the trader performs some of the prohibited acts, the Judge shall declare the state of bankruptcy, at the request of the person who is entitled to it. The same penalty shall apply where it appears that the trader has concealed part of the asset, omitted any creditor, including non-existent claims or incurred any other fraudulent act to the detriment of the creditors.
Art. 552.-For the only effect of the convention, the credits against the debtor will be due.
THIRD BOOK
COMMERCIAL THINGS
TITLE I
MERCHANT ENTERPRISE
CHAPTER I
THE COMPANY
Art. 553.-The commercial enterprise is constituted by a coordinated set of work, material elements and incorporating values, in order to offer to the public, for profit and in a systematic way, goods or services.
Art. 554.-The commercial company does not lose its character because of the variation of its elements, nor because of the lack of establishment or permanent seat.
Art. 555.-The merchant company is a piece of furniture. The transmission and taxation of your immovable elements is governed by the rules of common law.
Art. 556.-The unit of destination of the essential elements belonging to a commercial enterprise, may not be disaggregated by individual persecutions promoted by the creditors of the holder. These are the essential elements listed in the following article.
It is not possible to practice an embargo isolated from them, but the kidnapping must cover the company as a whole, with the depositary being a financial controller from the box.
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However, the isolated money, goods or credits embargo may be practiced in that does not prevent the continuation of the business of the company.
The mortgage creditors and the lenders are exempt from the provisions of this article.
Art. 557.-Every contract concluded on a commercial company, which does not express the elements that have been taken into account, includes:
I-The establishment, if any.
II-The clientele and the commercial fame, in the terms of the Art. 563 of this Code.
III-Commercial name and trade marks.
IV-Lease contracts, in the terms of Art. 569 of this Code.
V-Furniture and machinery.
VI-Work contracts, in the terms laid down in the laws applicable to the matter.
VII-Goods, credits and other goods and similar values.
Only by express agreement are the patents, manufacture and business secrets, exclusive and concessions, in the contracts to which this article refers.
Art. 558.-The transfer of a company implies that of the debts incurred by the former holder in the holding of the same, which are left by the acquirer, without prejudice to the rights of the creditor to pursue the original debtor and except
transfer of an undertaking shall be made in accordance with the formalities laid down for the merger and transformation of companies, if its holder is a company; and by means of public deed which shall be entered in the Register of Trade, if it were an individual trader.
Art. 559.-Unless otherwise agreed, who acquires a company is subrogated in contracts that are not personal, concluded for the exercise of the activities of that company.
The third party may, however, give concluded the contract within three months of the publication of the transfer if there is a fair cause for it, with the responsibility of the enajenante remaining safe.
The same provisions apply to the user and tenant of a company, for the duration of the usufruct or lease.
Art. 560.-The transfer of the credits relating to the company in use, even if the debtor is not notified, will have effect against third parties from the moment of the registration of the transfer in the Register of Commerce. The debtor will be released if he pays good faith to the alienating person.
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Art. 561.-The transfer of the usufruct of the company comprises that of the assets of the company, except for the pact to the contrary. The relations between the constituent, the user and the debtors or other third parties are governed by the provisions of the previous article.
Art. 562.-When a commercial undertaking ceases to be operated for more than six consecutive months, without its nature justifying the suspension, it shall lose the character of such and its elements shall cease to constitute the legal unit which this Code recognises.
Art. 563.-In the case of a company, the company must refrain, for two years following the transmission, from starting a new company which, for its purpose, location and other circumstances, may divert the customer's customers from the transmitted company.
for a company lease or usufruct, the concurrency prohibition is valid with respect to the owner or the landlord, for the duration of the usufruct or the lease.
May be agreed against the provisions of this article.
Art. 564.-The user of a company must perform its own activities, without changing the trade name that distinguishes it.
You must develop the business activity without modifying the destination of the company, so that you retain the the effectiveness of your organisation and investments and which normally supplies the stock of your stock. The difference between the inventory, at the beginning and at the end of the usufruct, shall be settled in cash, in accordance with the current values at the end of the usufruct.
The above provisions apply to the lease of the company, as you drive.
CHAPTER II
YOUR ELITEMS
SECTION "TO"
THE ESTABLISHMENT
Art. 565.-The change of premises of an establishment must be published 15 days in advance. The lack of publication gives the creditor rights to demand the damages, provided that the credit comes from the traffic that the establishment takes place.
Art. 566.-If the change of premises is carried out and brought with it a depreciation of the establishment, any creditor can exercise action and give up his credit from the date of the change until ninety days after it. Depreciation must be proven in the judgment.
Art. 567.-The transfer of an establishment from one place to another, without the consent of the majority of the creditors computed by amounts, empowers the disagreeable to give up their credits.
Art. 568.-The closure of an establishment will give up all the liability that affects it.
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Art. 569.-If the undertaking is engaged, if it is a real right on it or if it is leased, the right to occupy the premises in which its establishments are located, arising from a previous lease in which it is intended for its destination, provided that the agreed turnaround is in place if it was specifically fixed. There will be no effect on the contrary pact.
SECTION "B"
TRADE NAME
Art. 570.-REPEALED BY D. L 868/2002.
Art. 571.-REPEALED BY D. L 868/2002.
Art. 572.-REPEALED BY D. L 868/2002.
Art. 573.-REPEALED BY D. L 868/2002.
Art. 574.-REPEALED BY D. L 868/2002.
SECTION "C"
TRADE FLAGS
Art. 575.-REPEALED BY D. L 868/2002.
Art. 576.-REPEALED BY D. L 868/2002.
Art. 577.-REPEALED BY D. L 868/2002.
Art. 578.-REPEALED BY D. L 868/2002.
Art. 579.-REPEALED BY D. L 868/2002.
Art. 580.-REPEALED BY D. L 868/2002.
Art. 581.-REPEALED BY D. L 868/2002.
Art. 582.-REPEALED BY D. L 868/2002.
Art. 583.-REPEALED BY D. L 868/2002.
Art. 584.-REPEALED BY D. L 868/2002.
Art. 585.-REPEALED BY D. L 868/2002.
SECTION "D"
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PATENTS FOR INVENTION
Art. 586.-REPEALED BY D.L. 604/1993.
Art. 587.-REPEALED BY D.L. 604/1993.
Art. 588.-REPEALED BY D.L. 604/1993.
Art. 589.-REPEALED BY D.L. 604/1993.
Art. 590.-REPEALED BY D.L. 604/1993.
Art. 591. REPEALED BY D.L. 604/1993.
Art. 592.-REPEALED BY D.L. 604/1993.
Art. 593.-REPEALED BY D.L. 604/1993.
Art. 594.-REPEALED BY D.L. 604/1993.
Art. 595.-REPEALED BY D.L. 604/1993.
Art. 596.-REPEALED BY D.L. 604/1993.
Art. 597.-REPEALED BY D.L. 604/1993.
Art. 598.-REPEALED BY D.L. 604/1993.
Art. 599.-REPEALED BY D.L. 604/1993.
CHAPTER III
INDIVIDUAL LIMITED LIABILITY COMPANY
Art. 600.-Every commercial company implies unlimited liability in charge of its owners, for the obligations incurred against third parties, in the rotation of the same, except that it has been organized as an individual company of limited liability, agreement with the provisions of this Chapter.
Art. 601.-The individual limited liability company may operate under name or under name.
The name shall be that of the holder, followed by the words "Limited Liability Company" or its abbreviation " E. of R. L. ".
The denomination will be formed freely, but will be followed by the same words indicated to terminate the name.
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The omission of the final words of the name or denomination will render the name unlimitedly liable to the holder of the company. The omission of this same requirement in any subsequent act shall render the holder liable unlimitedly for the obligations thus incurred.
A name or name that may be confused with that of another company shall not be adopted. previously.
Art. 602. IN ORDER TO CONSTITUTE AN INDIVIDUAL COMPANY OF LIMITED LIABILITY, IT WILL BE NECESSARY TO TAKE STOCK, PRIOR TO ITS CONSTITUTION, OF ALL THE GOODS THAT WILL FORM THE PATRIMONY OF THE SAME. IF IT IS A MATTER OF CONVERTING ANOTHER COMPANY IN THIS CLASS INTO A BUSINESS, THE INVENTORY WILL ALSO INCLUDE THE OBLIGATIONS UNDER ITS RESPONSIBILITY. IN BOTH CASES, THE INVENTORY SHALL BE CERTIFIED BY AN EXTERNAL AUDITOR DULY AUTHORIZED IN ACCORDANCE WITH THE LAW, IN THE ABSENCE OF THE LATTER THE COMPANY MAY NOT BE CONSTITUTED. (7) (16)
Art. 603.-THE ASSETS THAT MAKE UP THE ASSET SHALL BE SUBJECT TO THE FOLLOWING RULES:
I-SHARES IN CAPITAL COMPANIES SHALL BE ESTIMATED AT THEIR BOOK VALUE.
II-GOODS THAT DO NOT CONSIST OF SHARES IN CAPITAL COMPANIES OR IN MONEY, WILL BE VALUED FOR THEIR AVERAGE PRICE IN PLAZA. (7) (16)
Art. 604.-SECURITIES WHICH HAVE BEEN THE SUBJECT OF A CANCELLATION OR CLAIM PROCEDURE, AS WELL AS CLAIMS WHICH ARE NOT SATISFACTORY TO HIM, MAY NOT BE PART OF THE ASSETS OF THE INDIVIDUAL LIMITED LIABILITY COMPANY. AUDITOR, TO CONSIDER THIS, INSUFFICIENT THE ECONOMIC SOLVENCY OF THE DEBTOR. (7) (16)
Art. 605.-THE CASH THAT APPEARS IN THE INVENTORY MUST BE DEPOSITED IN A BANK INSTITUTION AND CHECKED SUCH DEPOSIT WITH THE RESPECTIVE CERTIFICATE TO THE EXTERNAL AUDITOR. (16)
Art. 606.-THE BUSINESS CAPITAL OF THE INDIVIDUAL LIMITED LIABILITY COMPANY WILL BE THE ONE THAT FREELY AGREES TO MAKE ITS HEADLINES. (16) (20)
Art. 607.-CERTIFICATE THE INVENTORY, THE HOLDER WILL FORMALIZE THE COMPANY BY MEANS OF FORM PROVIDED BY THE REGISTER OF COMMERCE TO THE INTERESTED PERSON IN FREE FORM, FOR IT TO BE COMPLETED INSIDE OR OUTSIDE OF SAID OFFICE. THE FORM MUST CONTAIN: (16) (20)
I-FULL NAME, AGE, PROFESSION OR TRADE AND ADDRESS OF THE HOLDER. (16) (20)
II-IDENTITY CARD NUMBER AND TAX IDENTIFICATION NUMBER OF THE HOLDER. (16) (20)
III-COMPANY NAME OR NAME. (16) (20)
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IV-YOUR PURPOSE. (16) (20)
V-THE MAIN SEAT OF YOUR 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 YOUR BUSINESS PREMISES. (7) (16) (20)
VI-THE AMOUNT OF CAPITAL AND THE FULL INVENTORY REFERRED TO IN ARTICLE 602, INCLUDING THE FACT THAT IT HAS BEEN CERTIFIED BY AN EXTERNAL AUDITOR. (16) (20)
VII-THE RELEVANT PROVISIONS CONCERNING RESERVES AND, WHERE APPROPRIATE, ADDITIONAL GUARANTEE QUOTAS. (16) (20)
Art. 608.-THE FORM REFERRED TO IN THE PRECEDING ARTICLE SHALL BE ENTERED IN THE TRADE REGISTER AND SHALL HAVE EFFECT FROM THE DATE OF REGISTRATION. AS LONG AS THIS IS NOT VERIFIED, THE HOLDER SHALL BE LIABLE IN A LIMITED WAY FOR HIS OBLIGATIONS. (20)
THE TRADE REGISTRY SHALL BE OBLIGED TO FORWARD MONTHLY TO THE OFFICE EXERCISING THE SUPERVISION OF THE STATE, A PAYROLL OF THE REGISTRATION OF SUCH FORMS WITH THE CORRESPONDING INFORMATION. (16) (20)
Art. 609.-THE CAPITAL OF THE INDIVIDUAL LIMITED LIABILITY COMPANY MAY BE INCREASED OR DECREASED. (20)
THE INCREASE SHALL MEET THE REQUIREMENTS LAID DOWN IN ARTS. 602, 603, 604 AND 605; IT SHALL BE FORMALISED BY MEANS OF A CAPITAL INCREASE FORM PROVIDED BY THE TRADE REGISTER TO THE PERSON CONCERNED FOR FREE, COMPLETED IN OR OUT OF THAT OFFICE AND WILL HAVE EFFECTS FROM YOUR REGISTRATION. SUCH REGISTRATION SHALL HAVE THE SAME OBLIGATION LAID DOWN IN THE PREVIOUS ARTICLE. (7) (16) (20)
THE DECREASE SHALL BE SUBJECT TO THE PROVISIONS OF ARTS. 182 AND 183, WITH THE MODIFICATION TO BE DOCUMENTED BY MEANS OF A CAPITAL DECREASE FORM PROVIDED BY THE TRADE REGISTER TO THE PERSON CONCERNED FOR FREE, TO BE COMPLETED IN OR OUT OF SAID OFFICE. THE DECREASE MAY NOT BE EFFECTED IF, AS A RESULT OF IT, THE CAPITAL OF THE UNDERTAKING IS REDUCED TO LESS THAN ONE QUARTER OF THE CAPITAL PAID. (20)
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 FROM UNLIMITED LIABILITY TO ONE OF THIS CLASS, OR TO THE INCREASE OR DECREASE OF THE CAPITAL OF THE COMPANY, IT WILL BE PUBLISHED ONCE IN A NATIONAL CIRCULATION JOURNAL AND IN THE OFFICIAL JOURNAL. (7) (16) (20)
CREDITORS AND ANY INTERESTED PARTY, AS WELL AS THE ATTORNEY GENERAL OF THE REPUBLIC, MAY OBJECT TO THE FORMALISATION OF THE AUTHORISED ACT WITHIN 30 DAYS OF PUBLICATION IN THE OFFICIAL JOURNAL; ANY OPPOSITION WILL BE PROCESSED IN
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SUMMARY FORM; THAT OF ANY CREDITOR SHALL CONCLUDE IN FULL RIGHT OF PAYMENT OF THE CREDIT RESPECTIVE. (20)
FORMS OF INCORPORATION, INCREASE OR DECREASE OF CAPITAL MAY NOT BE GRANTED UNTIL THE PERIOD REFERRED TO IN THE PRECEDING PARAGRAPH HAS ELAPSED. (20)
Art. 611.-An individual limited liability company, the obligations incurred in the rotation of the same, will be covered:
I-With the company's assets, including capital, reserves and profits not withdrawn by its owner.
II-With the goods constituting the supplementary guarantee fee, if it has been constituted, after excusing the company's assets.
Art. 612.-The personal creditors of the owner of the company will not be able to seize the assets attached to it, but if they constitute the additional guarantee fee, as well as the profits that the holder receives from the company.
personal bankruptcy of the holder, creditors may seize the company as a whole, to sell or administer it.
Art. 613.-The holder of an individual limited liability company may set up additional security contributions, consisting of assets belonging to his or her membership, which are intended to provide a subsidiary of the company's obligations. For the constitution of these quotas, the same formalities will be observed as for the organization of the company.
Art. 614.-WHERE HOLDINGS IN THE ASSETS OF THE INDIVIDUAL COMPANY OF LIMITED LIABILITY OR IN THE ADDITIONAL GUARANTEE FEE ARE INCLUDED IN THE FORMS OF ORGANIZATION AND INVENTORIES OF THE RESPECTIVE GOODS, THE TRANSFERS OF SUCH ASSETS BUILDINGS IN FAVOUR OF THE COMPANY MUST BE FORMALIZED BY PUBLIC DEED, IN ACCORDANCE WITH THE RULES OF THE COMMON LAW AND WILL BE ENTERED IN THE REGISTER OF THE ROOT PROPERTY AND MORTGAGES AND THE ORIGINAL INSCRIPTIONS WILL BE EXCLUDED. (20)
Art. 615.-The limitation of liability will cease and, consequently, the company will be transformed into an unlimited liability, in the following cases:
I-When the company is used for fraudulent purposes.
II-When they are carried out maneuvers to circumvent the provisions contained in this Chapter.
III-In other cases where the law provides for it.
Art. 616.-The individual limited liability company will operate subject to the following provisions:
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I-In the field of reserves, Articles 39, 123 and 124.
II-In the field of utilities, Article 37 and the first paragraph of Article 38.
III-IN THE MATTER OF FINANCIAL STATEMENTS, OF ARTICLE 282 TO 284; THE FINAL ARTICLE 286; AND ARTICLE 287, AS APPROPRIATE. (20)
IV-On surveillance, from Article 289 to Article 293, on the conduct.
Art. 617.-REPEALED (7) (16) (20)
FAILURE TO COMPLY WITH THIS OBLIGATION SHALL BE PUNISHABLE BY LAW OR REGULATION OF THAT OFFICE. (16)
Art. 618.-The individual limited liability company shall be voluntarily liquidated whenever the holder so provides, who may practice the settlement itself or appoint liquidator.
Art. 619.-The individual limited liability company will be forced to settle in the following cases:
I-For bankruptcy of the company.
II-For bankruptcy of any other individual limited liability company, belonging to the company. The same holder.
III-FOR LOSS OF HALF OF THE COMPANY ' S ASSETS, OR FOR A MINOR LOSS, IF SUCH A WEALTH IS REDUCED TO LESS THAN A QUARTER OF THE SHARE CAPITAL. THIS CAUSAL LINK SHALL NOT APPLY, WHERE THE HOLDER REINTEGRATES THE LOSS BY MEANS OF SUPPLEMENTARY CONTRIBUTIONS, WITHIN THE MONTH FOLLOWING THE DATE ON WHICH HE BECAME AWARE OF THE LOSS. (20)
IN THE CASES INDICATED IN THIS ARTICLE, THE SETTLEMENT SHALL BE DECREED BY THE JUDGE, IN SUMMARY JUDGMENT, AT THE REQUEST OF ANY INTERESTED PARTY OR OF THE ATTORNEY 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. (20)
Art. 620.-The voluntary or forced liquidation of the individual limited liability company shall be subject, as applicable, to the rules contained in this Code for the settlement of persons ' companies.
THE VOLUNTARY LIQUIDATION OF THESE COMPANIES SHALL BE SUBJECT TO THE VERIFICATION OF THE STATE OF SOLVENCY OR TAX AUTHORIZATION IN ACCORDANCE WITH THE TAX CODE.
IN THE FORCED LIQUIDATION AND PRIOR TO ISSUING THE COURT OF MERIT JUDGMENT, THE JUDGE MUST REQUEST A REPORT FROM THE TAX ADMINISTRATION ON THE STATE OF SOLVENCY AND THE TRADE REGISTER, ON THE FULFILMENT OF THE OBLIGATIONS.
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COMPANY TRADER, WHICH WILL BE RENDERED WITHIN A THIRD OF BUSINESS DAY FROM THE NEXT OF HIS RECENT. THE JUDGE WILL GIVE THE JUDGMENT WHICH DECREES THE STATE OF LIQUIDATION OF THE COMPANY, HOWEVER THE REPORTS REFLECT OUTSTANDING OBLIGATIONS, AND SUBSEQUENTLY THE ACT OF SWEARING IN THE RESPECTIVE LIQUIDATOR, ON SUCH OBLIGATIONS FOR THE PURPOSES OF SETTLEMENT. THE CERTIFICATION OF THE EXECUTING JUDICIAL JUDGMENT WHICH DECREES THE STATE OF LIQUIDATION SHALL BE RECORDED IN THE REGISTER OF TRADE 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 TRADE REGISTER MUST BE FREE OF TRADE FOR REGISTRATION, WHO SHALL ALSO CANCEL THE INSCRIPTIONS OF THE ACTS OF INCORPORATION AND MODIFICATION THEREOF, IF ANY. (20)
Art. 621.-The transfer between the living or the cause of death of a limited liability company shall be subject to the following rules:
I-If it is between the living, it shall be made by public deed which shall be entered in the Register of Commerce and shall take place effects against third parties as of the date of their registration.
II-If by reason of death, it shall be made in accordance with the common rules applicable to inheritances. The constitutive writing of the company shall be entered by transfer in favor of the heir, in the Register of Commerce, upon registration of the declaratory of heirs and, where appropriate, of the will.
III-If in the patrimony of the company properties, the respective documents will also be entered in the Root Property Registry.
IV-If the company operates under name, it may continue to exist without any change; if it works under name, it must be changed by the of the new holder, or keep the previous one by adding the word "successors".
Art. 622.-In all the provisions of this Chapter, the provisions relating to the limited liability company shall apply, as appropriate.
TITLE II
SECURITISATIONS
CHAPTER I
GENERAL PROVISIONS
Art. 623.-The documents necessary to assert the literal and autonomous right that are shown are securitised.
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Art. 624.-The documents and acts referred to in this Title shall only produce the intended effects thereof when they fill the requirements indicated by the law, which it does not expressly presume.
The omission of such requirements shall not affect the the validity of the business that originated the document or the act.
Art. 625.-Without prejudice to the provisions of the various classes of securities, both those regulated by law and those established by use, must have the following formal requirements:
I-Name of the title in question.
II-Date and place of issue.
III-The benefits and rights that the title incorporates.
IV-Place of compliance or exercise thereof.
V-Signature of the issuer.
If the place of issue or the place of issue is not mentioned the performance or exercise of the rights which the title incorporates, shall be as such, respectively, the document as the address of the bookseller and the person of the obligor, or the place which appears next to the name of each person, in the case of no express domicile; and if several places are entered in the title, the following shall be understood as the holder can exercise their rights and the obligation to perform the benefits on any of them.
DECREE NO. 389.-
THE LEGISLATIVE ASSEMBLY OF THE REPUBLIC OF EL SALVADOR,
CONSIDERING:
I.- That the Art. 625 final paragraph of the Code of Commerce lacks, according to some interpreters of clarity in its drafting, which results in judges resolving executive demands derived from securities securities, declaring themselves incompetent;
II.-That the numerous declarations of incompetency originate the Supreme Court of Justice having to address them, in accordance with the provisions of Art. 182 No. 2 of the Constitution, with serious prejudice to the Justiciables, given the inevitable temporary expansion;
III.-That in order to unify the interpretation of that point and in the interests of the of effective and prompt judicial protection, it is necessary to interpret the precept authentically cited to unify their application and thus make the Administration of Justice more agile;
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BY TANTO,
in use of its constitutional powers and on the initiative of the Deputies Julio Antonio Gamero Quintanilla, William Rizziery Pichinte, Ruben Orellana, Agustin Diaz Saravia and Carmen Elena Calderon de Escalon,
DECRETA:
Art. 1.-The final paragraph of Article 625 of the Trade Code shall be interpreted authentically as follows: ' If the place of issue is not mentioned in the title, the place of issue shall be as such as the place of residence of the bookseller, or corresponds to the address that appears next to your name. If the place of performance or exercise of the rights is not indicated, the document shall be as such as the address of the obligor, or the address corresponding to its name, and if A number of places for the performance or exercise of rights shall be reported, the holder may be required to make his claim and the debtor to comply with his or her obligation, in any of them. "
Art. 2.-This authentic interpretation is incorporated into the text of Art. 625 of the Code of Commerce.
Art.3.-This Decree shall enter into force from the day of its publication in the Official Journal.
GIVEN IN THE PALACE LEGISLATIVE: San Salvador, at the twentieth day of the month of April of the year two thousand one.
D. O. Nº 90, Tomo Nº 351, Date: 16 May 2001.
Art. 626.-The securities issued in El Salvador must be written in Spanish, but may also contain a translation of their text into another language.
Art. 627.-The requirements that the title or the incorporated act require, in order to be effective, may be satisfied by any legitimate holder prior to the presentation of the title for acceptance or payment. Exceptions arising from non-compliance with covenants concluded to fill in the blank titles may not be opposed to the acquirer in good faith.
Art. 628.-The value of the amount written at the same time in words and figures shall, in case of difference, be valid for the sum written in words. If the quantity appears more than twice in words or in figures, the document shall, in case of difference, be valid for the smallest sum entered.
The use of protective machines is permitted to ensure the amount of the securitivalor the signatures that calcen. Whenever this faculty is used, the amount marked by the protective machine will take precedence over the others.
Art. 629.-The holder of a title has an obligation to display it in order to assert the right that is in it.
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When paid, you must deliver it to the payer. If paid only partially or on the accessory, you must make mention of the payment in the body of the title. In cases of theft, theft, loss, destruction or serious deterioration, it shall be reestablished in accordance with the provisions of Chapter XIII of this Title.
Art. 630.-The transfer of the securitivalentimplies the transfer of the main right of incorporation, as well as of the guarantees and other ancillary rights and in the absence of a provision to the contrary, the transfer of the right to interest and dividends accrued.
Art. 631.-The lien or any charge on the right entered in the title or on the goods by the represented, shall not have any effect if it is not understood, expressly, in the title itself.
Art. 632.-The securities may be nominative, ordered or bearer.
Art. 633.-The subscription of a title obligates the person who makes it, to the performance of the benefits and rights incorporated in favour of the legitimate holder, even if the title has entered into circulation against the will of the subscriber or after overcame his death or inability.
Art. 634.-The literal text of the document determines the scope and modalities of the rights and obligations entered.
The validity of acts that affect the effectiveness of the securities requires that they consist precisely in the body of the document, except legal provision to the contrary.
Art. 635.-The incapacity of some of the signatories of a title, the fact that false signatures or imaginary persons appear in the latter; or the fact that, for whatever reason, the title does not oblige any of the signatories or the persons who appear as such do not invalidate the obligations arising from the title against the other persons who subscribe to it.
Art. 636.-In case of alteration of the text, the signatories after it are obliged according to the terms of the altered text, and the previous ones, according to the original text. When it cannot be checked whether a signature has been put before or after the alteration, it is presumed that it was before.
Art. 637.-When a value is issued between two places with different calendars, the day of the issue is considered to be the corresponding day in the calendar of the place of payment.
Art. 638.-Where the acts to be carried out by the holder of a securities must be carried out within a period of which the last day is not available, the term shall be extended until the following first working day. The holidays at the intermediate stage will be counted within the deadline. Neither in legal terms nor in conventional terms will the day that serves as a starting point be understood.
Art. 639.-When exercising actions derived from a securitivalcan only oppose the following exceptions:
I-Those of incompetence of jurisdiction and lack of personality of the actor.
II-Those who merge in not having been the respondent who signed the document.
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III-The lack of representation, power or legal powers in which you subscribe the title on behalf of the defendant, except as provided for in Article 979.
IV-That the defendant was unable to subscribe to the title.
V-Those founded on the omission of the requirements that the title or the incorporated act must fill or contain, and that the law does not expressly presume, or that they have not been satisfied within the term referred to in Article 627.
VI-The alteration of the text of the document or of the acts which it contains, without prejudice to the provisions of Article 636.
VII-Those that are found to be non-negotiable.
VIII-Those based on the partial removal or payment that are contained in the document itself, or in the deposit of its amount.
IX-Those that are merged into the suspension of the document payment or cancellation of the title, ordered judicially.
X-The prescription and expiration, and those that are based on the lack of the other requirements necessary for the exercise of the action.
XI-The personal that has the respondent against the actor.
Art. 640.-When the person who is required to subscribe to a title does not know or cannot sign, he will do so to his/her request for another person, whose signature will be authenticated by Notary.
Art. 641.-The securities shall bear at least one autograph signature.
Art. 642.-The representation to subscribe for securities is conferred:
I-Through public deed of power with express faculty for this.
II-By authenticated letter addressed to the third party with whom the representative will operate.
In the case of ordinal I, the representation will be understood to contract with any person; and in that of the ordinal II, only with that to whom the authenticated letter has been addressed.
In both cases, the representation will have no more limits to those entered by the mandant in the respective instrument or letter.
Art. 643.-When the nature of the undertaking so requires, the Judge may authorise the interim representatives of the succession or the curator of the inheritance to subscribe to securities. This authorization may be general or special.
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Art. 644.-The managers or managers of companies or commercial enterprises, by the sole fact of their appointment, are entitled to subscribe to securities in the name of them. The limits of this authorization shall be those indicated by the respective statutes or powers, duly registered.
Art. 645.-The one who accepts, certifies, grants, turns, issues, or otherwise subscribes to a title on behalf of another, without being able enough or without legal powers to do so, is personally obliged as if he had worked in name own; and if you pay, you acquire the same rights that would correspond to the apparent representation.
Art. 646.-The express or tacit validation of the acts referred to in the previous article, made by those who can legally authorize it, transfers to the apparent representation, from the date of the validated act, the obligations of the same Nazcan.
It is tacitly the validation that results from actions that necessarily imply the acceptance of the act to validate or one of its consequences. Express validation can be done in the same or different document.
Art. 647.-The rights and obligations arising out of acts or contracts which have resulted in the issuance or transfer of securities shall be governed by the provisions of this Title, where they cannot be exercised or complied with separately from the document.
Art. 648.-If of the relationship that gave rise to the subscription of a title, an action is derived, it shall remain in spite of that, unless it is proved that there was novation.
The causal action, as referred to in the previous paragraph, shall proceed after having presented the title in a useless way for acceptance, if any, or for payment. The lack of protest, in order to verify such facts, may be provided by any other means of proof, including the testimonial, rendered in the corresponding term of the respective judgment, whatever its nature.
show the title.
Art. 649.-The exchange rate against the issuer, the holder of the securities which does not have an action against the issuer, and a change or a causal action against the other signatories may be required by the issuer to require the issuer to pay the sum with which it is enriched in its damage. This action prescribes in a year counted from the day that it expired or prescribed the currency action.
Art. 650.-The securities given in payment are presumed to be received "except good collection".
Art. 651.-The provisions of this Chapter do not apply to tickets, passwords, tokens or other documents that are not intended to circulate and serve exclusively to identify those who have the right to demand the benefit that they slogan.
The "remaining" are not securitised or circular, but have private document value. If they relate to certain documents, they are entitled to claim their refund; if they relate to sums of money, they are entitled to demand their refund, unless they are given their employment in accordance with the provisions of the document.
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Art. 652.-To the securities of the public debt, banknotes, shares of companies, bonds, general and commercial bonds, cedulas and mortgage bonds and all other securities regulated by this Code or by special laws, as well as to those who In practice, the provisions of the relevant legal provisions will apply and, as soon as they do not prevent, the provisions of this Chapter will apply.
Art. 653.-All securities may, without the need for any authorization, be extended on printed forms, in such a case that taxes affecting their issuance shall be paid in tax stamps.
CHAPTER II
TITLE NOMINEES
Art. 654.-Nominative titles are issued in favour of certain persons, the names of which must be entered in the text of the documents as well as in the register thereof, which must be sent by the issuer.
No act or operation concerning the title shall have effects, against the issuer or against third parties, if it is not entered in the document and in the register.
Art. 655.-The transfer of the nominative titles or the constitution of real rights on the same, requires its submission to the issuer to make the due annotations in the text and in the register.
The transmission of the titles The name of the nominee may be made by endorsement or by any means established by the Civil Law, followed by registration; if it is done in the latter form, Articles 660 and 661 shall apply.
Hecha the transmission or constituted the actual right, the issuer will comply with the order in the first paragraph of this article, at the request of the interested party, except the legal exceptions.
They will apply to the nominative titles provisions of Article 662.
Art. 656.-The record to be held by the issuer is subject to the rules applicable to the registration of capital companies ' nominative shares.
CHAPTER III
TITLES TO ORDER
Art. 657.-The titles to the order are issued in favor of a person whose name is entered in the text of the document, without need of subsequent registration.
Art. 658.-Titles in favour of a given person shall be construed as extending to the order, except in their text, or in the text of an endorsement, of the "no order" or "non-negotiable" clauses. Such clauses may be entered in the document by any legitimate holder and shall have effect from the date of their insertion. The title that contains the reference clauses will only be transmissible in the form and with the effects of an ordinary cession.
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Art. 659.-The titles to the order will be transmittable by endorsement, followed by the delivery of the document, without prejudice that they can be transmitted by any other legal means.
Art. 660.-The transfer of the title to the order by any other legal means other than the endorsement, subroga to the acquirer in all the rights conferred by the title; but it is subject to all the personal exceptions that the obliged could have opposed to the actor of the transmission before this one. The acquirer is entitled to demand the delivery of the title.
Art. 661.-Who justifies that a title to the order, negotiable, has been transmitted to him by means other than the endorsement, can obtain from the Judge, in proceedings of voluntary jurisdiction, that he must make the transmission in the document itself or in leaf adhered to him. The constancy that the Judge puts in the title, will be given as endorsement.
Art. 662.-The endorsement must consist of the respective title or sheet attached to it, if it is impossible to record it in the document, and fill the following formal requirements:
I-Name of the endoscope.
II-Class of endorsement.
III-Place and date.
IV-Signature of the endorser or the person who subscribes to the endorsement, his or her request or representation.
Art. 663.-The lack of the requirements indicated in the previous article, produces the following effects:
I-If the name of the endoscope is omitted, the provisions of Article 665 will be included.
II-If it is omitted to indicate the class of endorsement, the title is presumed to have been transmitted on property, without it admitting proof to the contrary to the detriment of third parties in good faith.
III-If the place is omitted, the document is presumed to have been endoscopy at the endoscopy's home. If the date is omitted, it is presumed that the endorsement was made on the day the endoscopy acquired the document. If there is no mention of the address of the endorser, it is presumed that the endorsement was made at the place where the last mention was made.
IV-The signature is an indispensable requirement for the existence of the endorsement.
Art. 664. The endorsement is pure and simple. Any condition to which it is subordinate shall be unwritten. The partial endorsement is null, except that of a certificate of capital stock shares.
Art. 665.-The endorsement can be made in white, with the only signature of the endoscopy. Any legitimate holder can fill in his or her name the blank endorsement, or pass on the title without filling the endorsement.
The endorsement of the carrier produces the effects of the white endorsement.
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Art. 666.-The endorsement can be done in property or in guarantee. The charge may be endorsed only to credit institutions, ancillary organizations or lawyers.
Art. 667.-The property of the property transfers, in addition to the property of the title, all the rights incorporated and compels solidarily to the endosants.
The endorsements can avoid the joint responsibility, inserting the clause " without me responsibility " or other equivalent.
Art. 668.-The endorsement of the "guarantee" clause, "in garment" or other equivalent, confers on the endorser the rights and obligations of the creditor in respect of the endorsed title and the rights incorporated, including the powers of the endorsement of the charge.
In this case, the obligors may not object to the endorsement of the personal exceptions they have against the endorser.
When the garment is made in the terms of this Code, the merchants will certify it in the document. which are involved in the sale; and fill this requirement, the creditor will endorse the title, you can insert clause that releases it from liability.
Art. 669.-The endorsement that contains the clause "to the collection" or other equivalent, does not transfer the property, but it empowers the endotor to present the document to the acceptance; to charge it judicial or extra-judicially; to endorse it to the collection and for (a) to protect them, if any.
The endoscopist will have all the rights and obligations of a president, even those who require special clause, except for the transmission of the domain. The mandate contained in the endorsement does not end with the death or incapacity of the endorser, nor its revocation will have effects with respect to third parties but since the endorsement is cancelled in accordance with Article 674.
In this case, the required ones will only be able to object to the title holder the exceptions they would have against the endorser.
Art. 670.-The post-expiration endorsement produces the credit transfer effect.
Art. 671.-The owner of a title to the order is the holder in whose favor it is issued, until there is an endorsement.
The holder of a title to the order in which the endorsements will be considered the owner of the title, provided that it justifies its right by a non-interrupted string of those.
Art. 672.-The one who pays is not obliged to ascertain the authenticity of the endorsements, nor has the power to demand that it be checked, but must verify the identity of the person who presents the title as last holder, and the continuity of endorsements.
Art. 673.-The value may be transmitted on receipt of the amount extended in the same document or sheet attached to it, if it is impossible to record it in the title, in favour of an guarantor or of any other person responsible for it. name must be entered on the receipt. This
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transmission produces the effects of an unaccountable endorsement.
Art. 674.-The legitimate holder of a title may be validly terest or cancel the endorsements and annotations of receipts after the acquisition, but never before it, but must authorize with his signature the test or cancellation.
CHAPTER IV
BEARER TITLES
Art. 675.-It is bearer titles that are not issued in favor of a given person, whether or not they contain the clause to the bearer; they are transmitted by simple delivery.
Art. 676.-The titles to the bearer which contain the obligation to pay some sum of money, may not be put into circulation but in the cases established in the law expressly and according to the rules in it prescribed. Securities issued in contravention of the provisions of this Article shall not take action as securities. The issuer will be punished by the courts with a fine equivalent to the amount of the securities issued.
CHAPTER V
BONOS
Art. 677.-Bonds or negotiable debentures are securities representing the individual participation of their holders, in a collective credit by the issuer.
Bonds are movable property, even if they are secured by mortgage.
Art. 678.-They will only be able to issue bonds:
I-The State and the municipality.
II-The official autonomous institutions.
III-Mixed-economy societies and institutions of public interest.
IV-Capital companies.
V-Associations, corporations or foundations that have legal status.
Capital companies that have not formulated, with the approval of the general meeting of shareholders, the balance of their first social exercise, will not be able to make use of the faculty entered in this article.
Art. 679.-The State, the municipality and the official autonomous institutions shall make the issue under special laws and subject to them; the issuers indicated in the numerals of the III to the V of the preceding article shall do so in accordance with the items that follow.
Art. 680.-Bonds may be nominative, to order or to the bearer.
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A single entity may issue several series of bonds. Within each series, all will be of equal face value and will incorporate equal rights for their holders.
Any holder may request the nullity of the issue in contravention of the foregoing paragraph.
issue new bond series, as long as the previous ones are not fully paid.
Art. 681.-The bonds must contain:
I-Denomination, purpose and domicile of the issuing entity.
II-The amount of the capital and the paid part of it, belonging to the broadcaster, as well as that of its assets and liabilities according to the balance sheet
III-The amount of the issue, with an indication of the number and nominal value of the bonds issued.
IV-The interest rate.
V-The terms indicated for the payment of interest and capital and, where appropriate, the terms, conditions and manner in which the bonds are to be depreciated.
VI-The place of payment.
VII-The specification of the special guarantees that are constituted to support the issuance and the data of the relative inscriptions in the Root and Mortgage Property Registry, if any.
VIII-The place and date of the issue write, name of the Notary that authorized it, and the registration number in the Trade Registry.
IX.-The signature of the authorized entity administrators for this.
Art. 682.-It cannot be agreed that the bonds are amortized by means of a sum higher than their nominal value, or with premiums or prizes, but when the interest to be paid to all the holders is higher than the legal interest rate.
Any of the holders may ask for the nullity of the issue in contravention of the provisions of this article.
Art. 683.-No bond may be issued for a quantity greater than the accounting institution of the issuing institution, with a deduction of deliverables, which appear on the balance sheet referred to in Article 681, unless the issue is to cover the price of goods the purchase or construction of which has been contracted by the latter, which is taxed to support such an issue, in which case it may exceed the above limit to that expressly authorised by the Office which the surveillance of the State.
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The issuing entity may not reduce its capital but in proportion to the reimbursement it makes on the bonds issued; nor may it change its purpose, domicile or denomination, without the consent of the general meeting of bondholders.
The entities issuing bonds shall publish their balance sheet annually, subject to the requirements of the anonymous company balances.
If the publication is omitted, any Bond holders may require that they be made; after three months without being effected, they may be judicially required to be paid the amount of their bonds.
Art. 684.-The issue shall be authorized by public deed, granted by persons having the representation of the entity or by special representatives authorized for that purpose; such writing shall be entered in the Register of Commerce and in the Root and Mortgage Property, if the issue is guaranteed with mortgage or other actual right to be entered in that Register.
The issue write must contain:
I-The data referred to by the ordinal of the I to the VI of the Article 681, with insertion:
(a) Of the relevant passages of the minutes of the general meeting of shareholders or of members of the entity, who have authorised the issuance.
b) Of the balance sheet that has been made for the issue, authorised in the legal form.
II-The specification, where any, of the special precautions to be issued, with all the necessary legal requirements to constitute them.
III-The specification of the employment to be given to the funds resulting from the issue, in the case referred to in the final part of the first paragraph of Article 683.
IV-Indication of whether the bonds are nominative, to the order or to the bearer and all the provisions that are necessary in relation to it.
In case the bonds are offered for sale to the public, the propaganda will contain the data previous. For violation of the provisions of this paragraph, they shall be jointly and severally bound to compensate for the damages to whom the violation is imputable.
Art. 685.-The bondholders, meeting in general meeting, convened by the issuing entity when the third part of the issue is placed or six months after the entry of the respective writing in the Register of Commerce, shall appoint a joint representative owner and an alternate. The designation may be on a tenner or a banking establishment. If the appointee is an individual, he or she must carry out the job personally; if he is a bank, by means of his legal representatives. The common representative may grant powers for litigation and collection.
If the issuing entity does not make the call referred to in the foregoing paragraph, the holders may legally claim the payment of their bonds.
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If the common representative owner is missing, the alternate will fill in his/her duties in interim form and shall convene a general meeting of bondholders within 15 days of having taken over their duties to appoint a new joint representative owner. In the absence of the alternate common representative, the issuing entity shall make the call, under the penalty indicated in the preceding paragraph.
The common representative may resign from the general meeting of bondholders and may be removed by the any time.
Art. 686.-In no case can they be common representatives:
I-The interdics.
II-The indefers for the exercise of the trade.
III-The common representatives that have been removed.
IV-The broken ones, even after rehabilitated.
V-Those who have been convicted of crime against the property or by anyone committed to the exercise of the trade.
VI-The administrators and auditors of the issuing entity, as well as the relatives of some and others within the fourth degree collateral of consanguinity and second of affinity and without limitation on the hotline.
VII-The factors, dependents and, in general, those that are in any way linked to the issuing entity, by permanent relationship of economic character or service delivery.
Art. 687.-In the event that the appointment of the common representative is made, in spite of the impediment that he has previously prevented or that arises after the appointment, any holder or the Public Ministry may ask the Judge of Commerce of the domicile of the issuing institution which, after the summary verification of the event and after hearing the representative concerned, decides on the provenance of the removal and where appropriate to publish the call of the general meeting of bondholders, within a term that does not exceed eight days after the date of the ruling. The resolution mentioned above will not be accepted more than the responsibility.
Art. 688. -Any common representative shall exercise his position for as long as the general meeting indicates when appointing him; failing that, he shall function for a period of five years, and may be re-elected. The general meeting, in each case, shall determine the remuneration to be paid by the designated representative.
Art. 689.-Prior to the registration in the Register of Commerce of the writing of the issue, the issuing entity will ask the Office to exercise the supervision of the State that checks:
I-The data contained in the balance of the issuing entity to be formulated for the issue.
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II-The existence and value of the goods constituting the guarantee and the formalities of the constitution of the same. The goods must be secured against fire for a value equal to or greater than that of the obligations in circulation.
III-In case the issue is made to cover the price of goods whose acquisition the entity has contracted, the existence of the respective contracts.
The Registrar of Commerce shall not be able to register the issuance without having in the view of the Office referred to as having fulfilled the requirements required in this article.
Art. 690.-The common representative of the bondholders shall have the following obligations, in addition to those that are expressly stated in the issuance:
I-Exercise all shares or rights as the set of bondholders corresponds to claim the payment of interest or capital due, as well as those requiring the performance of the functions to which this article refers, and to execute the necessary conservative acts.
II-Attend the draws, when
III-Call and chair the general meeting of bondholders and execute its decisions.
IV-To obtain from the administrators of the issuing entity, the data relating to the financial situation of the institution and the others it deems necessary for the exercise of its functions.
V-Attend to the boards general shareholders of the issuing institution, in cases where one of the decisions referred to in the second indent of Article 683 is sought, in order to take account of the general meeting of bondholders for the purposes of the Article 695.
VI-Grant, on behalf of the set of holders, the documents or contracts to be held.
Art. 691.-Without prejudice to the foregoing article with respect to the common representative, the holders may exercise individually the actions that correspond to them:
I-To request the nullity of the issue and the resolutions of the general meeting, in the cases provided for by law, or where the requirements of its convocation and celebration have not been met.
II-To require the issuing entity, in the executive way or in any other, to pay the interest due, of bonds due or drawn and of redemptions or repayments which have been defeated or decreed in accordance with issue writing.
III-To require the common representative to practice the conservative acts of the rights
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corresponding to the holders in common, or make those rights effective
IV-To require, where appropriate, the responsibility of the common representative to leave to prescribe the shares or for any other reason.
The individual shares of the holders, as referred to in ordinal I, II and III of this Article, shall not be brought when the representative has been promoted by the representative common, or any such individual actions are incompatible with any resolution of the general meeting of bondholders.
Art. 692.-The general meetings of bondholders shall be governed by the rules laid down for the shareholders and expressly provided for in this Section. The functions of the general meetings of the directors shall be carried out by the common representative.
The rules of the extraordinary general meetings of shareholders shall apply, provided that they are agreed upon in the modification of the writing of the issue or of granting extraordinary payment deadlines to the issuing entity.
Each bonus gives a vote.
Art. 693.-The general meetings of bondholders may attend and report the administrators and auditors of the issuing entity.
The minutes and other documents relating to the issue, to the general meetings and to the performance of the The common representative shall be retained by the common representative and may be consulted at any time by the holders, who shall be entitled to be issued, at their expense, certified copies of such documents.
Art. 694.-All holders of bonds which have not been drawn for their depreciation shall have the right to participate in the general meeting or to be represented in it. But in no case may they have the individual representation of any holder, the common representative, the employees, officials or agents of the issuing entity, nor those persons who are legally incapacitated to be
i)President of the European Parliament, the President of the Council. 695.-The extraordinary board of bondholders shall deliberate:
I. About any statements from the relative issuing entity:
a) To modify its shape or purpose.
b) To its merger with another or other.
c) To the reduction or increase of the share capital.
d) To the issue of new bonds that imply preference or risk with respect to the collective credit of bondholders.
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In the cases of this ordinal, a representative of the broadcaster may be present to the board. If the decision is negative, the broadcaster must make known, within three days, to the bondholders ' meeting, if it dispenses with those acts or if it insists on them; but in this second case, it will not be able to carry out any of the acts of reference, but by refunding the bonds of the holders who so require, within 15 days of the date of the meeting, after which the act shall be valid.
II.-On the proposals concerning:
a) To obtain the full or partial waiver of the guarantees of the issue.
b) To the extension of the time limit for the payment of collective credit interest.
c) To reform the modalities of the repayment of the obligations.
d) To the transaction of the disputes that the common representative has filed against the issuing company.
e) the current holders a supplementary contribution of the value of their titles.
Art. 696.-Where in the issuing writing it has been stipulated that the bonds are reimbursed by lot, they shall be effected with the intervention of the common representative, of the administrators of the entity, of the holders authorized for it by the board (a) the general holder and a representative of the Office exercising the supervision of the State. A notarial act shall be drawn up, stating the fact of the draw, the persons involved in the draw and the results thereof. A list of the bonds drawn with the data necessary for their identification shall be published. These bonds shall cease to be interest from the date to be fixed for payment, provided that the broadcaster gives to a banking establishment the amount necessary to carry out the payment, which may not be withdrawn by that institution but after 90 days of the date set to make the payment.
The date on which the payment of the drawn bonds is initiated must be fixed within the month following the date of the draw.
Art. 697.-Unless otherwise provided, the remuneration of the common representative shall be the responsibility of the issuing institution, as well as the expenses necessary for the exercise of the conservation actions of the rights of the holders or to make the obligations or guarantees entered.
Art. 698.-The cancellation of the issuance shall be made by public deed subscribed by the common representative of the holders or, if this is not possible, by a representative of the issuer; but in any event the Notary must attest to having had in the light of all the titles and coupons duly cancelled, or the record of the entry of the corresponding amounts of money, extended by a competent judge. This deed will be entered in the same records as the issue.
The total or partial cancellation of the guarantee of the issue, when it is done prior to that referred to in the previous paragraph, will be granted by notarial act, to the Foot of the writing of the issue, by the common representative of the forks, after approval of the general meeting of these, with favorable vote
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of three-quarters of the capital; this last circumstance must be stated in the instrument.
Art. 699.-The nullity of the issue, in the cases referred to in Articles 680 and 682, shall have the effect of making the reimbursement of the amounts paid by the holders and the addition of the interest to the rate agreed by the elapsed time.
Art. 700.-Capital companies may issue convertible bonds in shares, subject to the following conditions:
(a) The issue shall cover the value of a previously agreed capital increase, with the legal requirements, for which subscription has been agreed for that system and a deadline has been set for conversion.
b) Until after the conversion has taken place, the issuing company may not modify the terms of the issue.
c) the legal requirements for capital increase and for the issuance of bonds.
d) Both the writing of issue as bond securities, shall contain, in addition to the statements mentioned in previous articles, the time limit within which the holders may exercise the right to conversion and the terms of the conversion.
e)
f) As the bonds are converted into shares, the capital of the issuing company will be increased; this circumstance must be included in the agreement of the General Shareholders ' Meeting that authorize the increase and in the respective social writing.
g) The shareholders of the issuing company will enjoy a preferential right to subscribe to convertible bonds, on the same terms as to subscribe to new share issues.
Art. 701.-When in the special law of the foundation of the societies of mixed economy or in other special laws which refer to them, there are provisions different from those contained in this Chapter, those shall be applied with preference to them.
CHAPTER VI
CHANGE LETTER
SECTION "TO"
NATURE AND FORM
Art. 702.-The change letter must contain:
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I-Denomination of change letter, inserted into the text.
II-Place, day, month, and year in which subscribes.
III-Unconditional order to pay a certain sum of money.
IV-Name of the released.
V-Place and time of payment.
VI-Name of the person to whom the payment is to be made.
VII-Signature of the bookseller or the person who subscribes to your request or on your behalf.
Art. 703. The lack of designation of the place of payment shall be met in accordance with the final paragraph of Article 625.
Art. 704.-In the letter of exchange, any stipulation of interest or criminal clause will be taken for not written.
Art. 705.-The letter of change issued to the bearer shall not produce any effects. If the carrier is issued alternately or in favor of a given person, the expression "to the bearer" shall be unset.
Art. 706.-The change letter can be freed:
I-In view.
II-For a certain time period of view.
III-To a certain date time.
IV-A fixed day.
The view of the change letter whose expiration is not is indicated in the text. The change letter with another class of maturities, or with successive maturities, will be null.
Art. 707.-A change letter to one or more months dated or viewed, expires on the day corresponding to the date of its granting or presentation of the month in which the payment is to be made. If this does not have a day corresponding to that of the grant or presentation, the letter shall expire on the last of the month.
If the maturity is fixed for "principles", "middle" or "ends" of the month, these terms shall be understood on the first, fifteenth, and the last month of the month.
The expressions "eight days" or "one week" and "fifteen days", "two weeks", "one fortnight" or "half a month", will be understood not as one or two whole weeks, but as an eight and a fifteen-day effective period, respectively.
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Art. 708.-The letter of change can be delivered to the order or by the same bookseller. In the latter case, the bookseller will be obliged as an acceptor, and if the letter is released at a certain time, its presentation will only have the effect of setting the date of its expiration.
The presentation will be checked for a signed visa by the
Art.
Art. 709.-The bookseller may point out for payment the address of a third party, wherever it may be. If the letter does not contain an indication that the payment will be made by the free person at the address of the third party designated in it, the payment will be understood to be made by the latter, who will have the character of the simple paying agent.
The bookseller can point out his address or residence so that the letter is paid, even if they are in a different place from that in which he has his own.
Art. 710.-The bookseller may indicate in the letter the name of one or more persons to whom their acceptance and payment must be required or only the payment, in the absence of the free, provided that the designated persons have their domicile or their residence in the designated place for payment, or for lack of designation of place, in the same place of the address of the free.
Art. 711.-The bookseller is responsible for the acceptance and payment of the letter; any clause that exempts it from this responsibility will be unwritten.
Art. 712.-The insertion of the clauses "documents against acceptance" or "documents against payment", or of the words "D/a" or "D/p", in the text of a letter of exchange to which they accompany documents, obliges the holder of the document not to deliver the documents but by accepting or paying for it.
Art. 713.-Negotiable acceptances, negotiable letters, commercial acceptances and bank acceptances, are species of change letter and are governed by the provisions of this Chapter.
SECTION "B"
ACCEPTANCE
Art. 714.-The letter may be presented by the legitimate holder or by a simple bearer for the acceptance of the free, in the place and address designated in it to the effect. If no direction or place is indicated, the presentation shall be made in the establishment or residence of the free.
When several places are indicated in the letter for acceptance, it is understood that the holder may present it in any of the them.
Art. 715.-If, pursuant to Article 710, the letter contains an indication of other persons to whom the acceptance in defect of the free-to be required, the holder shall, prior to protest against those who refuse, claim acceptance of the other persons. people indicated.
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The holder who does not comply with the above obligation, will lose the currency action for lack of acceptance.
Art. 716.-The letters payable to a certain period of time shall be submitted for acceptance within the year following their date. Any obligation may reduce this time limit by entering it in the letter. In the same way the bookseller may, in addition, extend it, or prohibit the filing before a certain date.
The holder who does not present the letter within the legal period or in the one indicated by any of the obligated, will lose, respectively, the action would change against all, or against the obligor who made the indication and against those after him.
Art. 717.-The presentation of the letters delivered on a fixed-day basis or a certain period of time of their date shall be the subject matter, unless the bookseller has made it obligatory by stating a specific time limit for the presentation, by stating it in the letter.
bookseller prohibit the presentation before a given date, by entering it in the letter.
When the presentation is potestative, the holder may do so no later than the last business day before the expiration.
Art. 718.-If the bookseller has indicated in the letter a place of payment other than the address of the free person, the latter must express in the acceptance the name of the person who must pay it. In the absence of such an indication, the acceptor itself is obliged to pay at the designated place.
Art. 719.-If the letter is payable at the address of the free person, it may, when accepting it, indicate an address within the square, where the letter must be submitted for payment, unless the bookseller has indicated any.
Art. 720.-The acceptance must be stated in the letter itself and expressed by the word "I accept", or another equivalent, and the signature of the free. However, the only signature of this one, set to the letter, is sufficient for it to be accepted.
Art. 721.-Only where the letter is payable to a certain period of time, or when it must be submitted for acceptance within a given time limit, by special indication, is an essential requirement for its validity, the expression of its date; but if the The holder may be entered by the holder.
Art. 722.-Acceptance must be unconditional; but it may be limited to a lesser amount of the value of the letter. Any other mode introduced by the acceptor is equivalent to a negative one; but whoever makes it will be bound by the terms of the declaration you have subscribed to.
Art. 723.-The acceptance that the free-to-be accepted before returning the letter is rejected.
Art. 724.-The acceptance of a change letter forces the acceptor to pay it at maturity.
The bookseller who pays the accepted letter has an action against the acceptor.
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The acceptor lacks currency action against the bookseller and against the other signatories of the letter.
SECTION "C"
AVAL
Art. 725.-The guarantee is guaranteed, in whole or in part, the payment of the letter of exchange.
You can lend this guarantee, who has not intervened in the letter or any signatory of it.
Art. 726.-The endorsement shall be placed in the letter or sheet that is attached to it, where the first is not possible. It shall be expressed with the formula 'by endorsement' or equivalent, and must bear the signature of the guarantor. The only signature set on the letter, when no other meaning can be attributed to it, will be valid as an endorsement.
Art. 727.-In the absence of quantity mention, the guarantee guarantees the total amount of the letter.
Art. 728.-The endorsement must indicate the person endorsed. In the absence of such an indication, it guarantees the obligations of the acceptor and, if not, those of the bookseller.
Art. 729.-The guarantor must be jointly and severally obliged to the guarantor, and his obligation is valid even if the guaranteed obligation is void. The endorsement lacks validity only when the ineffectiveness comes from formal vice of the letter of change.
Art. 730.-The guarantor who pays the letter has an exchange rate against the value and against those who are obliged to do so by virtue of the letter.
Art. 731.-The action against the guarantor shall be subject to the same modalities as the action against the endorsement.
SECTION "D"
PAGO
Art. 732.-The letter must be submitted for payment at the place and address indicated for it.
If the letter does not contain address it must be submitted for payment:
I-In the commercial establishment or in the residence of the free, of the The person or the payer, if any.
II-In the Commercial Establishment or in the residence of the persons referred to in Article 710, if any.
Art. 733.-The letter must be submitted for payment on the day of its expiration, or on the following business day.
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Art. 734.-The letter to the view must be submitted for payment within the year following its date.
Any of the obligated may reduce that time by entering it in the letter. The bookseller may extend or prohibit the presentation of the letter before a given date.
Art. 735.-The payment of the letter must be made against its delivery.
Art. 736. The holder may refuse a partial payment, but if he accepts it, he shall keep the letter in his possession as long as he is not fully covered, noting in it the amount collected and granting the corresponding receipt, separately. The annotation in the letter must be signed.
Art. 737.-The holder is not required to receive the payment before the expiration of the letter.
The paid leave before the expiration is responsible for the validity of the payment.
Art. 738.-If the payment of the letter is not required, the free or any of the obligated, after the expiry of the period of the protest, has the right to deposit in a bank establishment the amount of the letter at the expense and risk of the tenner, no obligation to give notice. In case of a post-deposit court claim, the constancy extended by the bank will be excepted to who did it.
SECTION "E"
INTERVENTION
Art. 739.-The letter of change not accepted by the free, can be by intervention, after the respective protest.
Art. 740.-The holder is obliged to accept the acceptance by intervention of the persons referred to in Article 710.
It is optional to admit or refuse to accept the intervention of the free person who did not accept, of any other obliged, or of a third party.
Art. 741.-If the one who accepts by intervention does not designate the person in whose favor it does, he intervenes for the bookseller, even if the recommendation has been made by another signatory.
Art. 742.-Acceptance by intervention produces the same currency effects as the acceptance by the free, except as provided in the following article.
Art. 743.-The acceptor by intervention is obliged to the holder and to the signatories later to the one for whom he intervenes.
Art. 744. The accepting intervention shall immediately give notice of the acceptance to the person by whom he has made it. This, the endosants that precede it, the bookseller and the avalists of any one of them, may require the fork that, however the intervention, receives them the payment of the letter.
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Art. 745.-They are applicable to the acceptance by intervention, the articles from 718 to 724.
Art. 746.-If the letter is not paid by the free, they can be paid by intervention in the following order:
I-The acceptor by intervention.
II-The one who recommended the intervention.
III-A third party.
He may intervene, as a third party, with preference to any other person who intervenes as such, except as provided for in Article 750.
Art. 747.-The payment by intervention must be made in the act of the protest or within the following working day; and, in order to take the effects provided for in this Section, it shall be stated in the act of the protest or following it, by notarial act or by bank annotation in the case provided for in the second indent of Article 755.
Art. 748.-The person who pays for the intervention must indicate the person for whom he does so. In the absence of such an indication, it intervenes in favour of the acceptor and, if not, of the bookseller.
Art. 749.-The holder is obliged to deliver the letter with the proof of payment. The financial controller will have an exchange rate against the person for whom he/she paid and against the persons prior to it.
Art. 750.-If several persons are presented offering their intervention as a third party, the one who releases the most obligated will be preferred.
Art. 751.-The holder cannot refuse the payment by intervention. If you refuse, you will lose your rights against the person by whom the financial controller offers the payment and against the obligations after it. The non-acceptance of the payment will be entered in the notarial act.
SECTION "F"
PROTEST
Art. 752.-The letter of change must be protested for a total or partial lack of acceptance or payment, except as provided for in Article 754.
Art. 753.-The protest establishes in an authentic way that a letter has been submitted in time and that the obligor has totally or partially left to accept or to pay it. Except as expressly provided, no other act can make up for the protest.
Art. 754.-The bookseller can dispense the holder to protest the letter, by signing the clause "without protest", "without expenses" or other equivalent. This clause does not dispense with the holder of the letter for acceptance or payment, or give notice of the lack of acceptance or payment to the obligated on the way of
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returned.
In the case of this article, proof of the lack of timely filing is the responsibility of the caller against the holder. If, despite the clause, the holder makes the protest, the expenses will be on his own. The person entered clause other than the bookseller is not set.
Art. 755.-The protest shall be made in the notarial act, with the requirements indicated by this Section.
If the letter is submitted for acceptance or payment by means of a Bank, the annotation of the letter certifying the refusal shall take the effects of the protest.
Art. 756.-The protest for lack of acceptance must be lifted against the free and those who made the recommendation in their case, in the place and direction indicated for the acceptance; and if the letter does not contain designation of the place, in the domicile or in the residence of those.
The protest for non-payment must be raised against the persons and in the places and addresses indicated in Article 732.
If the person against whom the protest is to be lifted is not present, the diligence will be understood with its dependents, relatives or employees, or with a neighbor.
When the address or residence of the person is not known Person against whom the protest must be lifted, this may be practiced in the commercial establishment that chooses the notary authorizing, preferably in a banking institution. Only if there are no banking establishments on the site, another commercial establishment may be chosen; the diligence will be understood, in this case, with whom it is in charge of the management of the establishment.
Art. 757.-The protest for lack of acceptance must be lifted within the fifteen working days following the filing; but always before the due date.
The protest for non-payment must be lifted within 15 days
The protest for non-payment of the letters to the hearing must be lifted on the day of its filing, or within the next fifteen working days.
Notwithstanding the provisions of the preceding paragraphs, where there is a single obligation, the holder may extend the time limit for payment before 15 days of the original expiration of the letter, stating in the document for a reason that it will sign the holder and the obligor; in this case, the term of the protest will be counted from the expiration of the last extension.
When they are (a) a number of the obligation, only the extension may be granted, with the effects indicated in the preceding paragraph, when the corresponding reason is signed both by the holder and by all the obligated.
Art. 758.-The protest for lack of acceptance waiver of the filing for payment and protest for non-payment.
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Art. 759.-The letters in sight will only be protested for non-payment. The same shall be observed in respect of the letters whose submission for acceptance is of a potential, if they have not been presented in the term laid down in the last paragraph of Article 717.
Art. 760.-In case of bankruptcy, suspension of payments or contest of the free before the expiration of the letter, it shall be due and the holder may exercise the corresponding actions.
The certified copy of the resolution declaring the Insolvency status will produce protest effects.
Art. 761.-The protest for lack of acceptance or payment will be made in the notarial act that will be annexed to the letter protested, in which it will be expressed:
I-The literal reproduction of the letter, with its acceptance, endorsements, endorsements and how much in it it consists.
II-Requirement to accept or pay the letter, stating whether or not it was present who had to accept or pay for it.
III-Reasons for refusal.
IV-Signature of the person with whom the diligence is understood, or expression of its impossibility or resistance to sign.
V-Place, date and time of the protest; signature and stamp of the Notary.
VI-The Notary will record in the title, by authorized reason with his signature and stamp, that the letter was protested for lack of acceptance or payment.
Art. 762.-The Notary will retain the letter on the day of the protest and the next, having the free, during that time, the right to appear to satisfy the amount of the letter, plus the moratorical interests and the expenses of the diligence.
Art. 763.-The Notary who has raised the protest, or the holder of the letter with the clause "without protest" whose acceptance or payment has refused, must give notice of such circumstance to all the signatories of the title, whose address is within two days of the date of the protest, or of the filing for acceptance or payment.
The person who omit the notice is liable for damages caused by his negligence, up to the limit of the amount of the letter.
Following the protest record, the Authorizing Notary will record that each signatory which is under the conditions of the first indent, has been notified in the form and terms indicated.
The last holder of the letter referred to in Article 754 shall have the same obligation as the Notary, but the constancy of notice shall be put in the document.
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Art. 764.-Both the spinner and any of the endorsements and avalists of a letter protested will be able to demand, after the protest arrives, that the holder receives the amount with the legal accessories and gives them the letter and the account expenses.
If, when the refund is made, the girator, endosants and avalists will be preferred, the spinner will be preferred; and if only the endorsements and guarantors, the previous date.
Art. 765.-The letter of change may be endorsed before its expiration, with the effects indicated in this Code, even if it has been protested.
With respect to the letter of change due, it will be in article 670.
SECTION "G"
ACTIONS AND RIGHTS
Art. 766.-The payment of the exchange of payment shall be exercised:
I-In case of lack of acceptance, or partial acceptance.
II-In case of non-payment, or partial payment.
III-When the free or the acceptor is declared bankrupt, suspension of payments or contest, or the bookseller of a letter not subject to acceptance.
In the cases of ordinal I and III, the action may be deducted, even before the maturity, by the total amount of the letter, or, partial acceptance, by the unaccepted part.
Art. 767.-The exchange rate is direct when it is deduced against the acceptor or his avalists; back, when exercised against any other obliged.
Art. 768.-The last holder of the letter can claim from the person against whom the action would change:
I-The amount of the letter.
II-Interest in the legal rate, from the day of the expiration.
III-The expenses of the protested and other legitimate ones.
IV-The prize of the change between the place where the letter and the place in which it becomes effective, plus the expenses of the situation.
If the letter is not expired, the amount will be deducted discount, calculated at the legal interest rate.
Art. 769.-The return-bound, who pays the letter, has the right to demand, by way of
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the currency action:
I-The reimbursement of what you have paid, minus the costs to which has been convicted.
II-Interim interest rates on that sum from the date of payment.
III-Charges and other legitimate expenses.
IV-The award of the exchange between the square of its domicile and the reimbursement, plus situation expenses.
Art. 770.-The acceptor, the bookseller, the endorsements and the guarantors are jointly and severally responding to the benefits referred to in the previous two articles.
The last holder of the letter can exercise the exchange rate against all the at the same time or against some or some of them, without losing in that case the action against the others and without obligation to follow the order that they keep their signatures in the letter. The same right will have to be all obliged to have paid the letter against the previous signatories and against the acceptor and his avalists.
Art. 771.-All those who appear in a letter of change subscribing to the same act are jointly and severally responding to the obligations arising therefrom. The payment of the letter by one of the signatories in the case referred to in this article only confers on the other who signed on the same act the rights and actions which the debtor is responsible for against the others. (ii) the obligation to do so; but it leaves the exchange of shares that may correspond to the one against the acceptor and those forced on the way back in precedent.
Art. 772.-The last holder of a duly protested letter, as well as the one who has paid it back, may charge what the other signatories owe to them, by way of charge or credit, or by turning in favour of himself or third, against them.
In both cases, the corresponding notice or change letter must be accompanied by the original letter of change with the respective receipt of receipt, the act of its protest and the account of the legal accessories.
Art. 773.-The action would change against any of the signatories of the letter is executive for the amount of this and for that of the interests and expenses accessories, without the need to recognize previously his signature the defendant.
Against it they cannot oppose but the exceptions listed in Article 639.
Art. 774.-The change action of the last fork of the letter against the forced to return, expires:
I-For not having been presented the letter for acceptance or payment.
II-For not having admitted the acceptance by intervention, when the fork is bound to it.
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III-For not having raised the protest in legal terms.
IV-For not having The intervention payment is supported when it is sourced.
Art. 775.-The action of any holder of the letter against the acceptor by intervention and against the acceptor of the letters domiciled expires because the protest has not been duly lifted for lack of payment, or, in the case of Article 754, the letter for payment has not been submitted to the paying-in-payer or to the acceptor for intervention, within 15 working days following the expiration date.
Art. 776.-The terms on which the expiration of the exchange rate depends are not suspended but in case of force majeure, and are never interrupted.
Art. 777.-Direct currency action prescribes in three years from the date of the expiration of the letter.
Art. 778.-The change of return of the last holder of the letter prescribes in a year counted from the date of the protest, or of the date of the expiration, if the letter will carry the clause "without protest".
The action of the obliged to return against the other previous obligations prescribed in one year, counted from the date of the voluntary or forced payment.
Art. 779.-The causes that interrupt the prescription in respect of one of the exchange debtors do not interrupt it with respect to the others, except the case of the signatories of the same act that are therefore jointly and severally obliged.
Art. 780.-The change letter damaged by loss of the change action has a private document value.
SECTION "H"
PLURALITY OF COPIES AND COPIES
Art. 781.-Where the letter does not contain the words 'unique', the taker shall be entitled to have one or more identical copies issued by the bookseller, paying the costs. These copies must contain in their text the indication of being "first", "second", and so on, according to the order of their expedition. In the absence of such an indication, each copy shall be regarded as a different letter of change. Any other holder may exercise the same right, through the immediate endorsement, who in turn should be directed to the one who precedes him, and so on, until he reaches the bookseller.
The endosants and avalists are obliged to replay their respective subscriptions to the duplicates of the letter.
Art. 782.-The payment made on one of the copies frees from the payment of the others, but the free one will be obliged for each copy that accepts.
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The endoscopy that has endorsed the specimens to different people, such as the endoscopies later, they will be bound by their endorsements as if they were in different letters.
Art. 783.-The person who has sent one of the copies to be accepted, must mention in others the name and address of the person in his possession; the lack of this indication does not invalidate the letter.
The holder of the copy sent to the acceptance is obliged to present it in a timely manner and to protect it in its case; if, when the letter is defeated, it has not been required, for whom it has the right, it must submit it to the collection for the deposit of the amount of the letter in an establishment bank, or, failing that, in a house of commerce, protesting the letter for non-payment if the free make the deposit.
It also has an obligation to deliver the copy sent to it for acceptance and the minutes of protest, if any, to the legitimate holder of another copy containing the indication of the person to whom the first was submitted.
Art. 784.-If the carrier refuses to make the delivery, the legitimate holder may only exercise his or her actions after having lifted the act of protest:
I-Against the bearer, stating the omission of such delivery.
II-Contra the free, for lack of acceptance or payment of the duplicate.
III-Such protestos must be raised within the terms that this Code establishes.
Art. 785.-When the person holding the copy sent for acceptance, two or more holders of copies or copies are presented to him, in order for him to deliver the copy, he shall submit it to the first person who so requests. If several are presented at the same time, it will give preference to the holder of the copy marked with the lowest ordinal.
Art. 786.-The holder of a letter of change has the right to make copies of it. These must reproduce exactly the original with the endorsements and the mentions it contains, indicating how far the copied ends.
The signatures of the acceptor, the endoscopies and the avalists, put in the copy, force the signatories as if they were in the original.
Art. 787.-The person who has submitted the original for acceptance, or who has deposited it, must mention in the copies the name and address of the person in whose possession the original is located. The lack of this indication does not invalidate the endorsements and other original acts placed on the copies.
The holder of the original is obliged to give it to the legitimate holder of the copy. The holder who, without the original, wants to exercise his rights against the subscribers of the copy, must prove with the protest that the original was not delivered to him at his request.
CHAPTER VII
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PAGARE
Art. 788.-The promissory note is a value to the order it must contain:
I-Mention to be paid, insert in the text.
II-Unconditional promise to pay a certain sum of money.
III-Name of the person to be made the payment.
IV-Time and place of payment.
V-Date and place the document is subscribed to.
VI-Signature of the subscriber.
Art. 789.-If the promissory note does not mention the due date, it will be considered payable in the view; if it does not indicate a place of payment, the address of the person who subscribes it is held as such.
Art. 790.-The promissory notes, which are payable at the time of the hearing, must be submitted within the year following their date. The presentation only has the effect of setting the due date and is checked by the Notary Act.
Art. 791.-The direct payment must be submitted for payment to the person indicated as the paying agent, and in the absence of a designation, to the subscriber himself, at the place indicated as domicile.
The protest for non-payment must be raised in the address fixed in the document, and its omission, when the person to make the payment is not the subscriber, will produce the expiration of the shares that compete with the holder against the obligated on return.
Art. 792.-They are applicable in the case of the promissory note, Articles 705, 706, 707, 725 to 731, 732 to 738, 752, 753, 755, 756, second, third and fourth, 757, second and third, 761, 762, 763, 764, 766, ordinal II and III; 767 to 773, of the 777 to 780.
For the purposes of Articles 768 and 769, the holder may claim the fallen income; the discount of the unexpired payment shall be calculated at the interest rate agreed upon in the latter, or, failing that, at the legal rate; moratory interest shall be computed the type stipulated for this; in the absence of this stipulation, the type of revenue set in the document; and in default of both, at the legal rate.
The subscriber shall be deemed to be an acceptor for the purposes of the provisions listed above, except that the causal action or the action of enrichment without cause is exercised, cases where it is equated to the bookseller.
CHAPTER VIII
CHECK
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SECTION "A"
NATURE AND FORM
Art. 793.-The check must contain:
I-Number and series.
II-Mention "check", insert in the text.
III-Name and address of the bank against which it is pound.
IV-Unconditional order to pay a certain sum of money, indicating the amount in letters or numbers. If the quantity consists only of numbers, it must be stamped with a protective machine. Any agreement inserted into the check will be unwritten.
V-Name of the person to whom you are free or indication of being to the bearer.
VI-Place and date of issue.
VII-Autograph signature of the bookseller.
Art. 794.-It shall only produce check effects, the free of charge as indicated in the previous article and by a duly authorized banking institution.
Neither will produce cheque effect, the one containing scrapes, testaduras, interlinings or amendments.
Art. 795.-The cheque for the person who does not have funds available in the institution to whose charge is issued, protested in time, will be an executive document and will bring to his bookseller the ensuing criminal responsibilities.
If he has not been protested in time, the check without the provision of funds available, will be valid as a private document against your bookseller, without prejudice to criminal liability.
They are considered as funds available, exclusively those of which the bookseller can have a check.
Art. 796.-The cheque is not susceptible to prior acceptance. Any clause that will hold it to it will be unwritten.
Art. 797.-The check can be issued:
I-A given person name, which can be the same bookseller or a third party, and in both cases the order will be understood.
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II-For a given person, with the "no order" clause, "non-negotiable" or other equivalent. If the beneficiary is the same, the check, without exception, will not be negotiable.
III-The carrier.
Art. 798.-If the check is made in favour of a company or a commercial establishment which has no legal personality, it shall be valid for the holder of the undertaking or establishment concerned.
Art. 799.-Non-negotiable cheques because the respective clause has been inserted in them or because the law gives them that character, they can only be endorsed to a banking establishment.
Art. 800.-The check issued in favor of a given person and which, moreover, contains the "bearer" clause, is reputed to the bearer.
Art. 801.-The bookseller is responsible for the payment of the cheque. Any stipulation to the contrary will be unwritten.
Art. 802.-The right to free cheques in the name of another person must be entered in special terms or in a general term with a special clause.
Notwithstanding the provisions of the foregoing paragraph, the ability to carry out checks in the name of another person may be be granted through the registration of the signature on the card which the banking institution carries out to the effect. If the faculty is a company, a letter signed by the administrator or administrators who have the use of the social signature will also be necessary.
Art. 803.-Payment of a check can be guaranteed by endorsement, in the same way as the change letter.
SECTION "B"
PRESENTATION AND PAYMENT
Art. 804.-The check will always be payable to the view. Any insertion to the contrary will be unwritten.
Any check will be payable to your presentation, even if it appears with a later date. In this case, the bank is exempt from all liability for the payment. In the event of non-payment, the bookseller will have the same responsibilities, both civil and criminal, that would have if the check took the date of the day it was presented.
Art. 805. The check must be submitted for payment to the bank against which it has been released, or to any of its agencies in the country; but in the latter case, if the banking agency does not have sufficient funds to make the check, will enjoy a period of seventy-two hours to make your payment.
Art. 806.-A bank shall not be required to pay cheques that are not issued on the forms it has provided to the bookseller; the forms shall be delivered by receipt of the series and
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corresponding numbering.
In case of loss of the received check forms, the customer shall immediately give written notice to the bank. The bank shall not pay any cheques issued on the forms reported as lost.
The forms belonging to the bookseller which have been authorised by the bank shall be considered as being supplied by the bank. this.
Art. 807.-If the check is presented by a person known or identified by a qualifying document, signed equal to that registered by the bookseller and in one of the forms received by the bank, the payment will be valid.
The bookseller may withdraw after the last of each month, the checks that have been paid up to that date, and must record the receipt and approval of the corresponding balance. The certificates are excepted from the provisions of this paragraph.
Art. 808.-The check must be submitted for payment:
I-Within the fifteen days following that of its date, if it is payable in the same place of its bookkeeping.
II-Within one month, if it is issued in the national territory payable in Salvadoran square different from that in which it was released.
III-Within three months, if it is issued abroad and payable in the national territory.
IV-Within three months, if it is issued in the national territory to be payable abroad, provided that they do not set another deadline for the laws of the place of filing.
Art. 809.-The payment will be made in the act of the presentation.
If the bank notes errors or has suspicions of dolo or falsehood, it may retain it giving immediate notice to the bookseller and will pay it or not, according to what the bookseller will tell you. The delay may not exceed 20 and four hours. The bank shall extend to the holder a record of remaining in his possession the cheque presented. It will be stated that the check is non-transferable.
The person to whom the payment is made will place his signature on the back of the check.
If the check has been released in favor of a person who does not know or cannot sign, it can only be paid to This person, who will have to pay it to the bank's offices, the endorsement will be signed by a third person to the beneficiary, who will also print his digital impressions. If digital is not collected, the signature will be made in the presence of a specially authorized bank officer, who will certify this circumstance.
Art. 810. -The bank compensation of a check will have the same effects as your presentation
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to the Freed.
Art. 811.-The bank that authorizes someone to issue cheques to his office will be obliged to cover them, in the terms of the respective agreement, up to the amount of the sum that he has at the disposal of the same bookseller, unless there is express legal disposition to release it from this obligation.
When a bank refuses without reason to pay an extended check in due form, it will respond to the bookseller who has funds, for the damages caused by its refusal; but the The holder cannot make the payment, with the rights of the holder remaining against the bookseller. The retention provided for in Article 809 second indent shall not be deemed negative.
The holder of a check which the bank refuses to pay must inform the bookseller and the guarantor, if appropriate, to pay it immediately, or protest within the legal period.
The holder of a protected check, without prejudice to any criminal action against the bookseller, shall be entitled to claim its value, legal interest and expenses, to any of the endorsements or to the bookseller. The endorsement that will be paid will be subrogated against the previous endorsements and against the bookseller.
The holder of a check that has not been protested within the legal period, will only take action against the bookseller for the value of the cheque, in the terms of the second indent of Article 795.
Art. 812.-Even if the check has not been filed or protested in time, the free person should pay it as long as it has sufficient bookseller funds to do so.
Art. 813.-The death or the incapacity of the bookseller does not authorize the free to stop paying the cheque.
However, the judicial declaration that the bookseller is in a state of suspension of payments, bankruptcy or contest, forces the free to refuse payment since it has made news of it.
Art. 814.-The check holder is only required to receive the full payment, but may receive a partial payment.
Art. 815.-The check presented in time and not paid, must be protected no later than the tenth day following the day of its presentation, provided that the bank does not write it in the form indicated in the following article.
The protest will be made with the the same formalities as the change in the view, but may not be partial, and the order for payment must always be made to the representative of the bank. Except where the legitimate holder of the cheque has voluntarily received a partial payment, in which case the protest or annotation referred to in the following article, shall be solely by the insolute part of the cheque.
Art. 816.-The note that the bank authorized in the check itself, that it was presented in time and not paid, will have the same effects as the protest.
Art. 817.-The Bank will refrain from paying the check:
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I-When I look falsified.
II-When the bookseller has warned you in writing that do not make the payment.
Art. 818.-In the event of payment of a counterfeit check, the bank will suffer the consequences:
I-If the firm that appears as the bookseller is ostensibly different from the one you have made known to the bank.
II-If the check offers signs of alteration.
III-If the check is not extended in the formulas delivered by the bank to the bookseller.
SECTION "C"
CHANGE ACTIONS
DERIVED FROM THE CHECK
Art. 819. -As the check has not been filed or protested, in the form and deadlines provided for in this Chapter, they expire:
I-The actions of return of the last holder against the endorsements or guarantors.
II-The actions of return of the
III-The action against the bookseller in the terms of the fourth paragraph of Article 811 and against its guarantor.
Art. 820.-The exchange of the check will be prescribed in one year, counted:
I-From the presentation, the last holder of the document.
II-From the day following the one in which they pay the cheque, those of the endorsements and avalists.
Art. 821.-The compensation referred to in Article 811 shall in no case be less than twenty percent of the value of the check.
SECTION "D"
SPECIAL CHECKS
Art. 822.-These are special checks:
I-The cross check.
II-The check for credit.
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III-The certified check.
IV-The traveler's check.
V-The check with provision guaranteed or limited check.
VI-The circular check.
VII-The cash or management check.
Art. 823.-Cross-check is the one that contains two parallel lines in the front, with indication of a bank or without it. In the first case it will be referred to as "special crossing"; in the second, "general crossing".
Cross-checks are endurable, but they can only be paid to a bank of the Republic. In the case of special crossing, the payment must be made precisely to the bank indicated between the parallel.
The general crossing can become special, by putting the name of the bank collector between the parallel lines, but the special cannot be transformed in general.
Crossing is an essential part of the check and therefore it will not be lawful to delete or alter it; it can only be added in the form authorized in the previous paragraph.
Art. 824.-The bookseller or the holder may order that a check is not paid in cash, by insertion into the document of the expression "for payment in account". In this case, the free person can only make the payment by paying the amount of the check in the account that he or she is carrying or opening in favor of the holder, or to the bank in which the holder has deposited it in his account. The one who pays in another form is responsible for irregular payment. When the expression is in the front, the fertilizer must be made to the first holder; when it is found through an endorsement, the fertilizer will be made to the favored one by that endorsement.
The check is not negotiable from the insertion of the clause "to be taken into account". The clause cannot be deleted. The check for credit will not need the signature of the favored.
Art. 825.-The bookseller has the right to request in writing that the bank certify the check, stating that there are enough funds to pay for it.
The certification cannot be partial. The certified check is non-negotiable.
The certification frees the bookseller and endosants from liability, leaving only the bank responsible.
The insertion in the check of the words "accepted", "seen", "good" or other equivalents, subscribed by the bank or the simple signature of person authorized by this entry in the check, is equivalent to a certification.
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The bookseller can revoke the certified check, provided it returns it to the bank for its cancellation.
From the time a check is certified, the bank will load the value of the check into the bookseller account.
Art. 826.-Currency exchange shares that certify a check, prescribe in six months from the date of the end of the filing deadline.
Art. 827.-The traveler's checks are issued by the bookseller to his or her own office and payable by the principal establishment, its branches and correspondents in the Republic or abroad. Traveler's checks can be put into circulation by the bookseller, or by its branches and authorized correspondents for it.
Art. 828.-Traveler's checks shall be extended to a particular person. The person who pays the check must verify the authenticity of the signature of the taker, collating it with the signature of the latter that appears certified in the same check, for which he has put it in circulation.
Art. 829.-The holder of a traveler's check may submit it for payment at any time, to any of the branches and correspondents included in the list provided to him by the bookseller, until the deadline for the payment of the prescription.
Art. 830.-The lack of immediate payment will entitle the holder to require the bookseller to return the amount of the traveler's check and the compensation of damages, which in no case will be less than twenty percent of the value of the check. paid.
Art. 831.-The correspondent who has put the traveler's checks in circulation shall have the obligations corresponding to the endorsement and shall reimburse the holder for the amount of unused cheques returned to him.
exchange rates against which the traveler's checks are issued or put into circulation, they prescribe in two years from the date the checks are put into circulation.
Art. 832.-The bank may authorize a person to make limited checks or with guaranteed provision, giving him special formulas. Each formula must contain:
I-Limited check denomination, insert into the text.
II-Date of delivery.
III-Maximum amount by which the check can be freed, printed in letters and numbers.
IV-Limit of valid time for their circulation, which may not exceed three months for the checks payable in El Salvador and one year for the offshore pages.
The delivery of formulas of this class is equivalent to certifying the existence of the sums indicated in the Bank's power for the period of validity of the circulation.
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These checks may not be delivered to the carrier.
Art. 833.-The circular cheque is a title in favor of a given person, which contains the promise made by a bank institution to pay a sum of money in any of its establishments, different from that in which the cheque was freed.
Art. 834.-The circular check must contain:
I-Circular check denomination, insert in the text.
II-Unconditional order to pay a certain sum of money.
III-Names and addresses of the establishments of the same bookseller, to whom the order is addressed.
IV-The name of the person whose order is to be paid.
V-Place and date on which it is issued.
VI-Person signature authorized by the bookseller.
Art. 835.-Direct and return actions arising from the lack of payment, will not be conditioned, as regards the circular cheque, to their presentation for payment within the terms set out in this Code, because the holder will have six months to charge it in any of the designated establishments or in the bookseller institution.
Art. 836. The endorsement of the circular cheque does not hold the endorsement of the payment of the same, but only of the authenticity of the document. The circular cheque, from its issuance, will produce the effect of transferring ownership of the provision of funds to the original taker and the successive endoscopies.
Art. 837.-Only bank establishments may issue cash or management checks, in charge of their own premises. These checks must be rotated in person's favor.
SECTION "E"
GENERAL CHOICE
Art. 838.-The provisions of this Code relating to letters of change, which have not been modified with this Chapter, are applicable to the checks.
CHAPTER IX
CERTIFICATE OF DEPOSIT AND
PLEDGE BONUS
Art. 839.-The certificate of deposit is a representative value of goods delivered to the
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issuing institution, which at the same time incorporates responsibility for custody and conservation of them, legitimate the holder of the certificate as the owner of the goods deposited. The certificate of deposit serves as an instrument of disposal and transfers to the acquirer of the, by endorsement, the property of the goods that you love.
You can only issue this class of securities, the general warehouses of deposit.
Art. 840.-A certificate of deposit shall always be attached to any certificate of deposit called a bond of garment, which, from the moment when its holder negotiates it separately, has been credited with establishing a loan for the goods indicated on the corresponding certificate of deposit, in favour of any legitimate holder. The constitution of the garment is presumed to be entitled, provided that the bond has been negotiated separately from the certificate of deposit and the respective annotation has been made.
Art. 841. -Receipts, constances or certificates other persons, credit institutions or auxiliary organizations, various of the general warehouses of deposit, issue to accredit deposits of goods, and the constitution of garment on these, will not produce the effects of titulyvalues.
Art. 842.-In the case of individually designated goods, the warehouse may only issue a pledge bond in respect of each certificate of deposit. In the case of generically designated goods, the warehouse may issue, at the disposal of the depositor, multiple-garment bonds, in relation to them, in the relative deposit certificate.
If a single bond is issued, it shall be attached to the certificate of deposit.
Art. 843.-Deposit certificates and garment bonds may be issued in favor of the depositor or a third party.
When the deposit is made in favor of the third person, the depositor shall be entitled to require proof that he has verified.
Art. 844.-The certificate of deposit and the bond of garment must contain:
I-Mention of being "certificate of deposit" or "bond of garment", respectively.
II-Order number, which must be equal for the certificate of deposit and for the bond or relative garment bonds; in addition, the progressive number of these, when several are issued in relation to a single certificate.
III-Name of the general warehouse of the issuing deposit.
IV-Place and date of the deposit.
V-Fixed term indicated for the deposit.
VI-Warehouse declaration of having been constituted the deposit with individual or generic designation of the respective goods.
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VII-Relation of deposited goods with reference to their nature, quality, quantity, value approximate and any description that is necessary for identification.
VIII-Name of the person to whom it is issued.
IX-Mention of being or not subject to the assets deposited with the payment of tax liabilities. When the deposit is a prerequisite for the settlement of such rights, notice of such settlement.
X-Indication of the amount in which the goods have been secured and the name of the insurance firm.
XI-Mention of the debits in favour of the warehouse or mention of no such adeuts, as appropriate, as well as the other expenses in favor of it.
XII-Date of issue.
XIII-Signature autograph of two members of the staff of the warehouse, authorized to do so.
Art. 845.-The certificate of deposit must also contain the annotation of the loan or loans made with guarantee of the assets deposited; this annotation will be made at the time of registration of the negotiation of the bond of garment.
Art. 846.-The certificate and the bond or the related bonds shall form part and be part of a single book of record, which shall be held by the general warehouse of the issuer. In the book there will be a heel with the same data as Article 844 requires for the certificate and the bonus. In such a heel the first negotiation to be made of the bond of garment will be made in due time, under the penalty that the lack of registration of such negotiation will prevent the warehouse from being able to recognize as a creditor to no holder of the respective bonus.
Art. 847.-The depositor of the goods, by giving them to the warehouse and receiving the certificate with the corresponding bond or bonds, shall be entitled to retain one or more samples of the deposited things, where possible according to their nature.
Art. 848.-Any holder of the certificate may inspect the things deposited periodically, in the days and hours the warehouse has established as a rule.
Art. 849.-The holder of the certificate of deposit and of the bond or bond of related garment, has full dominion over the deposited goods and can in any time withdraw them by the delivery of those documents, in that it will record the receipt of withdraw, after payment of the obligations related to the deposit, in favor of the Fisco and the warehouse.
Art. 850.-The holder of the certificate of deposit only has dominion over the effects deposited, but may not withdraw them but through the payment of the obligations which he has against the Fisco and the warehouse and the deposit in that warehouse of the amount incorporated by the or the associated garment bonds.
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Art. 851.-In the cases of the two preceding articles, the holder may, when the goods allow comfortable division and under the responsibility of the warehouse, withdraw a portion of the goods deposited, giving in exchange to that warehouse a sum of money proportional to the amount of the debenture representing the bond or the related garment bonds and the quantity of goods extracted, and paying the proportional share of the obligations incurred in favour of the Fiscus and the warehouse. In this case, the store must make the corresponding annotations on the certificate and on the respective heel.
Art. 852.-The pledge bonus may be negotiated for the first time separately from the certificate of deposit, with intervention from the warehouse which has issued these documents, or from a credit institution and under the responsibility of the institution which intervenes.
Art. 853.-In addition to the information provided for in Article 844, the garment bond must bear indications with a blank line, so that, upon being endorsed for the first time, the following data are entered:
I-Name of the voucher.
II-Amount of the credit that the bond represents, understanding the interest that has fallen.
III-Interest rate agreed to the adjustment of the calculation of the fallen and to be the case of the moratoria to be caused.
IV- Due date, which cannot be later than the deposit termination.
V-Mention that in the certificate is logged that first negotiation.
VI-Firmas autografts of the certificate holder on the bonus that the first negotiates, and of the endorser who acquires it.
VII-Mention, authorized by the warehouse or by the credit institution involved in the first negotiation of the bond, having effectively made the deposit certificate required by the ordinal V. When the mention is authorized by the warehouse, it must be stated that the loan was registered.
Art. 854.-The maturity of a pledge bond may not be later than the maturity of its respective certificate of deposit.
When the item of interest is not indicated in the pledge bond, it shall be presumed that the interest rate has been discounted. In this case, the delinquent interests will be calculated at the legal rate.
Art. 855.-Where multiple-garment bonds are issued in respect of a certificate, from the time of issue the warehouse must record in the bonds the requirements referred to in Articles 853, III and IV, ordinal II, III and IV. certificate of issuance of the bonds with the said indications.
The multiple bonds shall be issued by a lump sum divided among as many equal parts as bonds are issued for each certificate, with each certificate being recorded in each of the bonuses that the
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built-in credit will have, in its collection, the order of precedence corresponding to the order number of the bonus.
Art. 856.-The omission in the documents of any of the formalities prescribed in the preceding articles, will hold the store liable for any damage that is caused in favor of those who suffer it, and in addition to the payment of a fine of twenty-five to Two hundred and fifty colons, imposed by the Ministry of Economy.
Art. 857.-In order for a certificate of deposit to be issued it is necessary:
I-That the goods are insured, either directly by the owner or through the warehouse.
II-That the administrator of the warehouse has been satisfied, in the possible, that the assets that are deposited are the property of the depositor, or the beneficiary of the title.
III-That the administrator of the warehouse has not been notified of the existence of any lien or judicial embargo on such goods.
The violation of any of the requirements of this article will force the warehouse to pay damages and harms.
Art. 858.-Exorders the certificates and bonds, the respective goods may not suffer, however, sequestration or any charge that damages their full and free disposition; except the pignororation of the goods, by the negotiation of the bond of garment, or the However, the title, due to the obligations of its legitimate holder, in accordance with the general rules.
Art. 859.-Deposit certificates and garment bonds may be transferred by endorsement, together or separately.
The separate endorsement of the bond constitutes, ipso jure, the right of garment on the merchandise, in favor of the transferee.
The endorsement of the certificate of deposit transfers the domain of the goods to which the certificate refers, but the endorser, to remove them from the warehouse, must pay:
I-The taxes that affect them.
II-The obligations that, due to the deposit of them, have been contracted in favor of the warehouse.
III-The amount of the credit guaranteed by the bonus and corresponding interest.
Art. 860.-The goods covered by the certificate shall be unclaimed and are not subject to restitution for criminal reasons, unless there is no endorsement in the records of the storeroom, in which case the title itself shall be pursued.
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Art. 861. In the endorsement of the certificate of deposit, the date and the name of the endorser shall be indicated. The endorsement of the pledge bond, after the first, will be entered in the bond body, with an indication of the full amount of the debt it guarantees, the interest agreed and the date of maturity.
No effect will be given to the the certificate or the first of the bond of garment, if both in the talonary left in the warehouse and in the certificate received by the depositor is not taken note of the endorsement.
Art. 862.-In the event of fire or other disaster, the holders of the certificate and the pledge bond shall have on the value of the insurance, the same rights as they would have on the insured property.
Art. 863.-The holder of the certificate of deposit who at the same time owns the bond of garment, has the right to be divided at its cost, in several lots and for each one to be given a different certificate, with his corresponding garment bonus, in exchange for the original certificate.
If the certificate of deposit and the bond are not held by the same holder, the person who has the bond may exercise the right granted by the prior, by the notification that the storehouse makes to the holder of the original certificate, to be present to receive the partial certificates instead of the first, which will be overridden.
Art. 864.-The holder of the pledge bond cannot refuse the total payment which, when the deadline of the respective credit is defeated, is offered to him by any of the endorsements or avalists or by the holder of the certificate. Whoever will pay it will be subrogated to the rights of the holder, to lift the protest and to request the sale of the goods affected by the garment.
Art. 865.-The holder of the non-paid garment bond in time or who is legally subrogated in his or her rights, must protect it no later than the tenth fifth business day following that of the expiration, with the same formalities as the letter of exchange.
protest must be carried out at the offices of the warehouse which has issued the certificate of deposit, against the eventual holder of the certificate, even if its name and address are not known, nor is it present in the act of protest.
Art. 866.-It is sufficient to note that the warehouse puts in the bond of garment or in leaf annexed, if not possible to do so in the bond, that it has been presented to its maturity without some of the persons mentioned in article 864 pay or deposit the amount of the bonus and its accessories, so that such annotation takes effect from the protest.
In the case of this article, the holder of the voucher shall give notice of the non-payment to all the signatories of the voucher, whose addresses are in the document.
Art. 867.-The holder of the legally protected bond, must ask, within eight days after the date of the protest, that the warehouse proceeds to the sale of the goods deposited, in public auction.
Art. 868.-The warehouse can proceed to the remate of the goods deposited:
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I-After the last eight days of the expiration of the deadline for the deposit, without the goods have been removed or are renewed.
II-When the goods are in danger of deteriorating or decrease their value by twenty-five percent.
III-When the holder of the garment bond requests that the goods be sold property.
Art. 869.-The proceeds of the sale of the deposited goods, will be applied directly, by the warehouse to the following, according to their order:
I-To the payment of the tax liabilities that are pending on the goods sold.
II-Al payment of the debt incurred in favour of the warehouse on the occasion of the deposit.
III-Upon payment of the value entered in the bond or pledge bonds, against its delivery. When there are several bonuses relating to a single certificate, the order of precedence for them shall be that of their numbering.
The remainder shall be kept by the warehouse at the disposal of the holder of the certificate of deposit.
Art. 870.-The amount of insurance, in the event of a claim, shall be applied in accordance with the provisions of the previous article.
Art. 871.-The warehouse is a depositary of the quantities which, in accordance with the previous articles, correspond to the holders of the bonds and certificates of deposit.
Art. 872.-The warehouse must include in the voucher or in the annexed sheet if the document does not fit, the amount paid on it, if the payment is partial; or that the sale could not be effected, returning it to the holder. These annotations will serve the exercise of the return actions.
Art. 873.-If the product of the sale or the quantities which the warehouse gives to the holder of the voucher is not sufficient to cover the debit, or if the warehouse does not carry out the auction or does not give to the holder of the voucher the quantities it has to keep, This may bring an action against the person who has negotiated the bond for the first time, separately from the certificate of deposit, and against the other endorsements and guarantors. The same right has, against the previous signatories, those forced on the way back to pay the bond. All signatories respond in solidarity.
Art. 874.-The holder of the bond will not be able to exercise any action against the endorsements and their guarantors, but in case of having requested that the warehouse sell the goods, without having managed to make the totality of their credit effective.
The action of return it shall expire if the last holder or any of the previous holders who have paid the bonus, shall not enter it within three months of the date on which the goods are sold, whether he or she is the last holder, or the endorsement or guarantor makes the payment.
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Art. 875.-The shares of the bondholder against the endorsements and their guarantors, expire:
I-For not having protested the bond or demanded its annotation, in the terms of Articles 865 and 866.
II-For not having asked for the sale of the goods deposited.
III-For not having exercised the action within three months of any of these dates: to that of the sale of the goods; to that of the day in which the warehouse notify that the sale cannot be made; to the day on which the warehouse refuses to deliver the quantities referred to in Article 871 or to give it a sum less than the amount of the debit.
Notwithstanding the expiry of the shares against the endorsers and their avalists, the holder retains his direct action against whoever has negotiated the bond for the first time separately from the certificate and against its avalists.
Art. 876.-Both the shares derived from the certificate of deposit, and those of the bond bond, are prescribed in three years, starting from the expiration of their respective period.
Art. 877.-The auction of the goods will take place in the general warehouse, within the thirty days following that of the request of the holder of the bond and will be announced ten days in advance, by means of notices published in the legal form and of the cartels fixed to the warehouse offices.
Three-quarters of the current price in plaza, certified by the general warehouse warehouse, will serve as the basis for the auction.
The auction will be lifted, from which the warehouse will extend certification to the buyer to serve as a title.
Art. 878.-If the sale of the deposited assets proceeds, it shall not be suspended for bankruptcy, incapacity or death of the debtor.
Art. 879.-Before the auction, the holder of the certificate shall redeem the bonus, by means of payment of principal, interest and expenses.
The dispute between the creditor and the debtor on the amount of the debt, shall not suspend the payment if the creditor yields bail for the case of being forced to return the amount received.
Art. 880.-If the goods deposited give signs of alteration or suffer breakdowns, which may diminish their value considerably or cause damage to other goods deposited, the warehouse must notify the owner, the person to whose name they are deposited or to the holders of the securities so that, after payment of the storage and other expenses, they are withdrawn within a reasonable term. In case the withdrawal is not verified within the fixed term, it may be sold at public auction with the necessary premurs, but with sufficient publicity.
Art. 881.-Should twenty-five percent of the value of the goods be owed, by storage
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or other expenses, the warehouse is entitled to cause the sale of a portion of them, sufficient to pay what is owed to you, upon request for payment to the persons indicated in the previous article, ten days in advance.
Art. 882.-The provisions concerning the endorsement, endorsement and responsibility of the signatories of the letter of change are applicable to the certificate of deposit and the pledge bonus, as soon as they are not contradicted in this Chapter.
CHAPTER X
TRUST CERTIFICATES
PARTICIPATION
Art. 883.-Only banking institutions, authorized to operate the trust branch, may issue certificates of participation, with legal quality of securities.
The term of these securities may not exceed twenty-five years.
Art. 884.-The fiduciary certificate of participation must contain:
I-Mention of being "certificate of participation certificate"; and indication of the nature of the fideicomitides.
II-Name and address of the issuing bank.
III-Date of issue of the title.
IV-Issue of the issue; and number and nominal value of the certificates.
V-Where applicable, minimum guaranteed yield.
VI-Term for the payment of yields and capital; the conditions and manner in which the certificates are to be amortised, if any.
VII-Place and mode of payment.
VIII-Specification, where applicable, of the special guarantees that are constituted to support the issue, with expression of the relative inscriptions in the corresponding public records.
IX-Place and date of writing issue and number and volume of the relative registration in the Trade Register.
X-Self-registration signature of the authorized representative of the issuing institution.
Art. 885.-The certificates of participation mentioned in the previous article, will incorporate some
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of the following rights:
I-Right to an aliquot portion of the yields of the rights or assets held in the irrevocable trust by the issuing bank.
II-Right to an aliquot portion of the domain over the goods or the ownership of the fideicomitting rights.
III-Right to an aliquot part of the net product of the sale of the goods or fideicomied rights.
Art. 886.-The total right of the holders of certificates for each issue, in the cases of ordinal II and III of the preceding article, shall be equal to the proportion which, at the time of the issuance, exists between the total nominal value of the issue and the commercial value of the goods or fideicomidito rights. The commercial value shall be fixed by means of the assessment referred to in Article 893.
Art. 887.-If, when the award or sale of the goods or rights is made, the commercial value of the goods or rights has been reduced, without ceasing to be greater than the total amount of the issue, the cash award or settlement shall be equal to the nominal value of the certificates.
If the commercial value of the fiduciary mass is equal to or less than the nominal amount of the issue, the holders shall be entitled to the full award of the goods or the total net product of the sale of the goods.
Art.888.-The trust certificates of participation are movable property, even if the fideicomytids are real.
Art. 889.-To issue trust certificates of participation, trusts may be established on all types of companies, considered as economic units.
Art. 890.-When the fideicomítito property is immovable, the issuing bank may establish, for the benefit of the holders, rights of direct exploitation of such buildings. The extent and modalities of the use will be determined in the writing of the issue.
Art. 891.-To act on behalf of the set of certificate holders, a common representative shall be appointed. The charge may be exercised by a natural person or a bank institution.
If the representative is a natural person, he or she must exercise the office personally, not being able to constitute more than judicial proxies. who is not a certificate holder.
When a bank is appointed, the charge shall be exercised by that of the institution's administrators, which this name shall have the effect; the bank representative may not delegate his powers, but shall constitute judicial proxies.
They are applicable to the common representative of the holders of Certificates, as appropriate, the provisions concerning the common representative of the bondholders.
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Art. 892.-The common representative of the holders of certificates shall act as their representative, with the following obligations and powers, in addition to those expressly stated in the writing of the issue:
I-Verify the terms of the
II-Check the existence of the rights or assets given in trust and, where appropriate, make sure that the buildings and the assets included in the trust are insured, while the issue is not fully amortised; the sum insured shall be equal to the value of the issue or to the the amount of certificates in circulation, where this is less than that.
III-Receive and retain, as a depositary, the funds from the issue and apply them to the payment of the goods acquired or their construction, in the terms that indicate the writing of the issue, when such a thing is obtained according to the text of the same deed.
IV-Exercise the shares and rights that the set of holders correspond to the collection of interest or capital due, make effective the guarantees indicated for the issue, or those that require the performance of the functions to that this article refers to; and execute the conservative acts of such rights and actions.
V-Attend the Sweepstakes, if any.
VI-Convene and preside over the general board of holders of certificates, settle the respective minutes and execute their decisions.
VII-To obtain from the officials, from the issuing institution, the reports that it needs for the exercise of its privileges, especially those relating to the financial situation of the trust.
Art. 893.-The nominal amount of an issue of trust certificates of participation will be fixed by the Superintendency of Banks and other Financial Institutions, in an opinion that I formulated, prior to expert opinion, on the value of the fideicomítito goods.
Art. 894. In formulating its opinion, the Superintendence shall take as a basis the commercial value of the goods and, in the case of depreciable certificates, estimate a prudent margin of security for the investment of the corresponding holders. The opinion will be final.
Art. 895.-Certificates may be depreciable or not.
Art. 896.-Amorzable certificates entitle the nominal value of the certificates to be reimbursed, while retaining, after amortisation, the rights that are of their own.
If the issuing Bank does not make the payment of the nominal value of the certificates to its maturity, the holders shall have the rights referred to in Articles 885 and 886 and Articles 886 and 887.
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Art. 897.-Certificates may be nominative, bearer or nominative with bearer coupons; they will be issued by series.
Certificates give their holders, within each series, equal rights.
Any holder may ask for judicially the nullity of the issue in violation of the provisions of the previous paragraph.
Art. 898.-The issue shall be authorized by public deed granted by persons having the representation of the issuing bank or by specially authorized representatives. The deed will contain:
I-Denomination and domicile of the issuer bank.
II-Relationship of the trust's constitutive writing and its enrollment.
III-Bases of the issue.
IV-Sufficient description of the rights or Fideicomitting assets.
V-The opinion referred to in Article 893.
VI-Amount of the issue; and number and value of the certificates to be issued and series, if any.
VII-Nature of the titles and rights they incorporate.
VIII-Where applicable, minimum guaranteed performance.
IX-Term for payment of yields and, if certificates are depreciable, terms, conditions and form of amortization.
X-Record data identifying the assets supporting the issue and its background.
XI- Declaration by a representative expressly authorised by the Superintendence of Banks and Others Financial institutions, on the following points:
a) Have verified the constitution of the base escrow of the issue.
b) To have verified the existence of the fideicomitides and the authenticity of the expertise practiced on the same according to Article 893.
The issuance deed will be entered in the Trade Register and will take effect from the date of its registration. If the trust, the basis of the issue, falls on the property, it will also be entered in the Land Registry.
In case the certificates are offered for sale to the public, the propaganda will contain the above data. For violation of the provisions of this paragraph, they will respond in solidarity with damages
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the culprits of the irregularity.
Art. 899.-Where it is necessary to make relocations for the improvement of the fideicomítítas, the issuing bank shall obtain the consent of the body of holders to tax those goods or to issue certificates of debit. Such consent shall be granted on a general meeting convened by the common representative.
The fiduciary certificates of debit shall be securitised against the same trust affected by the other certificates and shall preferably enjoy in your payment regarding these.
Art. 900. Any modification to the writing of the issue shall be granted by public deed and entered in the Register of Commerce. The approval of the general board of holders of certificates must be obtained before the granting of the grant, with a favourable vote of three-quarters of the capital. This last circumstance will be stated in the instrument, in which a representative of the Superintendence of Banks and other Financial Institutions will have to intervene.
Art. 901.-If it is agreed that the certificates are refunded by sweepstakes, the rules that this Code establishes for the bonus draws will apply.
Art. 902.-The general meeting of the holders shall represent all of these and their decisions, taken in the terms of this Code and in accordance with the stipulations of the deed of issuance, shall be valid for all, even the absent and dissidents.
Art. 903.-The provisions concerning the general meetings of bondholders are applicable to the general meetings of holders of certificates, as soon as they are not contradicted in this Chapter.
Art. 904.-The basis of the issue shall not be extinguished as long as there are insolute balances in charge of the fiduciary mass, except for the period of twenty-five years, in which case, these goods shall preferably be liable for the payment of such obligations.
Art. 905.-It is applicable to the rights of holders of certificates, as appropriate, in Article 696.
Art. 906. -Shares for the collection of certificates of certificates shall be issued in three years from the date of expiry. The shares for the recovery of amortised certificates shall be prescribed in five years from the date on which the time limits for making the amortisation or, in the case of a draw, expire from the date on which the list is published. refers to Article 696 in relation to 905.
The prescription of the shares for cash collection or award, in the case of non-depreciable certificates, shall be governed by the rules of the common law and shall begin to run the corresponding term on the date specified by the Board. general of holders who knows of the termination of the corresponding trust.
The prescription will operate in all cases in favor of the General Fund of the Nation.
CHAPTER XI
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BILL OF LADING
Art. 907.-The bill of lading must contain:
I-Mention "bill of lading" inserts in the text.
II-Name and address of the shipping company, at which charge is issued.
III-Name, registration and transport of the ship.
IV-Captain's name and address.
V-Ports of loading and unloading.
VI-Name of the loader.
VII-Name of the consignee, if the title is issued to the order, or indication that it is the bearer.
VIII-Quantity, quality, number of packages and brands of goods.
IX-Fleet and other expenses to be covered by the receive the merchandise.
X-Master's autograph signature.
Art. 908.-The bill of lading will be extended in quadrupled, corresponding to each of the copies: to the shipping company, the captain, the loader and the consignee. In each copy, it shall be expressed to whom it is intended.
Only the copy sent to the consignee has legal quality of title. The other copies have the character of evidence.
It may also be extended as many copies as requested by the interested parties, but if the copy intended for the consignee is multiplied, this circumstance and number copies.
Art. 909.-The bill of lading may be issued to the order or to the bearer. It may also be issued in favour of a given person, with a non-negotiable quality, if this latter circumstance is recorded, by the insertion of the words: 'not acceptable', 'non-negotiable' or other equivalent, put by the company broadcaster.
Art. 910.-The rules concerning the endorsement, endorsement, plurality of copies, protest and exchange rate actions of the letter of change are applicable to the bill of lading, in which it is not expressly modified in this Chapter.
Art. 911.-The bill of lading credits the property of the goods that protects and gives the right to its legitimate holder to claim the delivery of such goods, to the presentation of the document, prior payment of the rights that in the same title consign.
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The endorsement of the bill of lading to the order or the simple delivery of the bill of lading to the carrier, transfers the domain of the respective goods, under the conditions indicated in the preceding paragraph.
Art. 912.-The document must be presented to the captain, when the ship arrives at the port of destination, by the legitimate holder.
The captain has the right to demand the delivery of the document against the delivery of the goods.
The presentation is check by means of protest, in the same way as the letter of change. The protest may be raised in the ship or in the offices of the shipping company, even if the captain is not present. The protest must be notified to all those forced on the way back, whose addresses are contained in the document.
Art. 913.-The bearer of a knowledge that no longer presents it to the captain before the discharge, obliging the captain to do the landing and put the load in deposit, will respond to the expenses of storage and other that therefore originate.
Art. 914.-The bill of lading produces direct action against the shipping company to demand the delivery of the goods or, if not possible, the payment of its price with compensation of damages. The direct action extends to the avalists of the shipping company.
If the goods are insured for the trip and such circumstance is stated in the document with assent of the insurance company, this will be avalista of the shipping company, for the purposes of direct action, but its liability will be limited to the sum insured.
Art. 915.-The bill of lading produces action of return against the endosants and their avalists, and of them to each other, in the same way as the letter of change.
Art. 916.-All those required by the bill of lading respond in solidarity.
Art. 917.-The return of the bill of lading expires due to the lack of presentation or protest, in due time.
The direct action does not expire for this reason, but subject to the legitimate holder to pay the expenses of the storage of the goods or any other goods that are caused for the same reason, as well as to respond to the damages caused by their omission to the shipping company.
Art. 918.-Shares originating in the bill of lading are prescribed in one year. This time period will be counted:
I-For the last fork, from the date of arrival of the ship that transports the goods to the port where they must be delivered.
II-For the forced to return, from the day each one of them made the corresponding payment.
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Art. 919.-The provisions of this Chapter apply to sea and air shipments.
CHAPTER XII
INTERNATIONAL ORDER SECURITIES
Art. 920.-The ability to issue abroad any securities or to conclude the acts which are entered in them, when they have the effect of producing effects on the national territory, shall be determined in accordance with the law of the country in which the title is issued or the event is celebrated.
Art. 921.-The essential conditions for the validity of a title and the form of the acts entered in it, or of the obligations and responsibilities deriving from the title or the acts, shall also be determined by the law of the place where the title is issued or the event is celebrated.
Art. 922.-By way of derogation from the foregoing Article, the invalidity of an act, a liability or an obligation to be entered in a title, or which of this or the acts deriving, does not imply that the acts, responsibilities or subsequent obligations are equally invalidated, if they are valid in accordance with the laws of the State in which they are entered or contracted.
Art. 923.-They shall also be considered valid and may produce effects in the territory of El Salvador, the titles and acts entered in them that fill the requirements that the laws of the Republic prevent, even if they have no validity according to those of the place in which the title is issued or the act is consigned.
Art. 924.-The effects of a title or of the acts appearing in it shall be governed by the laws of the place where the title must be paid, in respect of the obligors directly. In the case of those who are obliged to return, the effects of the title or the act of which they are signatories shall be governed by the laws of the place where the obligation must be required.
Art. 925.-The time limits for the exercise of the return actions shall be determined by the law of the place of issue of the title.
Art. 926.-The form and time limits for the protection, as well as the form of the acts necessary for the preservation of the rights deriving from a title or the causal relationship, shall be governed by the law of the place where the protestas are lifted or the reference acts are performed.
Art. 927.-To determine whether the holder of a securities is obliged to accept an acceptance or partial payment, the law of the place where the title must be paid shall apply.
Art. 928.-In cases of loss or theft of a value, the law of the place of payment determines the measures to be filled, even if the place where the loss or theft is suffered is also carried out.
Art. 929.-To determine whether the holder of a title had the right or the causal relationship which originated the issue of that title, the law of the place of issue of the title or creation of the act entered shall be the law of the place of issue.
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CHAPTER XIII
REPLENISHMENT OF SECURITIES
Art. 930.-The holder of a securitivalor damaged or destroyed in part, in which the data necessary for his identification subsist, shall have the right to be replaced by the issuer, if he does not use the latter's signature in his presence; the right of the other signatories to put their signature on the new copy, provided that in the presence of the other signatories it is used in the old one.
When the signatories agree to sign the new copy to be issued, the replacement will be made without judicial intervention.
If any of the signatories refuse to sign, the holder may use the judicial authority, presenting both copies so that in the presence of the act the act is carried out; or for the Judge to sign it in absentia of the signatory who refuses.
The signatory may refuse to comply with the court order, if it commits itself to initiate the corresponding nullity action, within the time limit the Judge points out, which may not be greater than thirty days.
Art. 931.-The securities in which the data necessary for their identification are missing and those which have been lost or completely destroyed may be spare parts in the form indicated in the articles which are not judicially followed or declared without value.
They may also be vindicated by the persons who have found them or subtracted them and from whom they acquired them knowing or must know the vice of the right of the person who transmitted them.
Art. 932.-Nominative titles may be refills by the issuer, without the need for judicial authorization, whenever requested by the issuer on whose behalf they are registered.
Prior to the replacement, the issuer must publish in accordance with the Art. 486 of this Code, a notice with all the necessary characteristics to identify the value of the value in question, clearly indicating that it will be replenished; it will not be able to replace it until 30 days after the date of the last publication.
If during the thirty days indicated in the previous paragraph, someone is opusere to the replacement, presenting the value that is presumed to be lost, it can only be done if it is ordered judicially.
Art. 933.-The following securities may also be returned by the issuer, without the need for judicial intervention:
I-Non-endurable cheques, at the request of the beneficiary.
II-The cheques to the order, at the request of the first beneficiary, provided that the period referred to in Article 808 has elapsed. Before such time, they can be replaced only, without judicial intervention, under the conditions determined by the following ordinal.
III-The titles to the order, at the request of the first beneficiary, after publication of a notice
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similar to that indicated in the second paragraph of the previous article, provided they have elapsed thirty days after the last publication. This notice will be published six times, both in the Official Journal and in a national circulation journal. It is applicable to the case contemplated in this ordinal, the provisions of the third paragraph of the previous article.
When it is a question of replacing a letter of change or a check, the issuer is obliged to give timely notice to the free to abstain to pay for the replaced title. The lack of this warning makes the bookseller responsible for the value of the overpaid title.
Art. 934.-The securities to the bearer may be reinstituted only through court proceedings.
Art. 935.-The judicial replacement of the securities shall be made prior to cancellation and shall be ordered before the Judge of the place where the title is to be paid.
The claimant shall accompany his application with a copy of the document and, if this is not possible, indicate the essential data as necessary for identification.
The request for cancellation shall be personally notified to all those who are indicated as being obliged under the title and an extract from it shall be published, with insertion of the data mentioned in the previous paragraph.
Art. 936.-The Judge, if sufficient guarantee is granted, shall order the suspension of the rights conferred by the title; he shall authorize the applicant to carry out the acts of preservation of such rights and, with the restrictions and requirements that the Judge himself Point out, you will be empowered to enforce those that have been flagged for exercise a term that is met for the duration of the procedure.
Art. 937.-The suspension shall be communicated to the stock exchanges indicated by the applicant and to which the Judge deems appropriate. After the aforementioned communications have been made, the value to which they relate cannot be validly negotiated.
Art. 938.-May oppose the cancellation and, where appropriate, the payment or replacement of the title, who justifies having better the right than the applicant, as well as the one who has subscribed a new copy in compliance with the provisions of the articles
It is reputed that it is better entitled who acquired the document in good faith and without incurring any serious fault, provided that it can prove its ownership in the terms of this Code.
Incurre in grave fault who acquires a nominee title of person who does not appear as an owner in the issuer's register; who does not identify your endoscopy; who acquires a title to the order or bearer from the bag, after the suspension referred to in the previous article has been notified.
The same rules apply to the person who receives a degree in warranty, in the conditions to which this article refers.
Art. 939. For the opposition to be admitted, it is necessary to display the document which is said to be lost and, failing that, to give sufficient guarantees that it will be presented within the time limit that
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prudentially set the Judge.
Art. 940.-The persons who are indicated as signataries in the request for cancellation are presumed to have the character attributed to them, if they do not deny it within 15 days of having knowledge of it. This presumption does not support proof to the contrary within the cancellation procedure, but it admits in the trial that it is promoted to demand the fulfillment of the benefits derived from the title.
Art. 941.-If within thirty days of the publication of the edict referred to in Article 935, no opposition has arisen, the Judge shall decree the cancellation of the title if the following requirements are met in addition:
That, in the case of nominative titles, the cancellation is requested by the person who is the owner of the issuer's registration, or the issuer has given its consent for this purpose.
II-Which, in the case of titles to the order, have Thirty days from the date of its expiration.
III-What, if they are bearer titles, have the time limit for the limitation of the rights conferred on it.
Art. 942.-Although the time limits laid down in ordinal II and III of the previous Article have not elapsed, the cancellation of the title may be decreed if it is not enforceable within three months of the publication of the edict and shall be satisfied. the following requirements:
I-To be published in a newspaper of general circulation in the Republic, for three consecutive three-day periods, separated by a period not less than thirty days, new edicts in which it is announced that is to proceed to the early cancellation of the title.
II-That a new edict be published in the Official Journal, in which it is announced that the advance cancellation of the title will be carried out.
III-That sufficient guarantee be granted, in the judgment of the Judge, in the event that, during the period indicated in the following article, it will be presented any who are entitled to the title that is said to be lost or destroyed and displayed, or present a fraction of the same higher than the one displayed by the applicant.
Art. 943.-The guarantee to be granted to comply with the ordinal III of the preceding article in both the cases of ordinal II and III of Article 941 shall be left without effect, as if during the five years following the filing of the cancellation, the periodic benefits to which the cancelled title is entitled are not required.
Art. 944.-If the title expired before its cancellation is decreed, the certified copy of the respective resolution issued for this purpose shall entitle the person who is designated to exercise the rights contained in the same title.
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If the cancellation of the title is not yet enforceable, the Judge shall order the signatories subscribe to a new copy, which will empower your legitimate holder to exercise all rights contained in the original title.
In any case, the cancelled title will be devoid of value. Your holder may only demand damages caused by the cancellation and claim the copy that was issued in replacement of the cancelled.
FOURTH BOOK
OBLIGATIONS AND COMMERCIAL CONTRACTS
TITLE I
GENERAL OBLIGATIONS AND CONTRACTS
CHAPTER I
COMMERCIAL OBLIGATIONS
Art. 945.-The obligations, acts and commercial contracts in general, shall be subject to the requirements of the Civil Code, except the provisions of this Title.
Art. 946.-Commercial obligations are onerous.
Art. 947.-Commercial obligations must be met with the diligence of a good merchant in his own business.
Art. 948.-Only commercial contracts concluded in El Salvador shall be solemn when this Code or special laws are established. Those held abroad will require formalities to determine the laws of the country of celebration, even if the Salvadoran laws do not require it.
Art. 949. The debtor shall have the right to have the time limit for the enforcement of an obligation to be settled, where the obligation has been left to the creditor.
Art. 950.-In the fulfillment of the mercantile obligations only terms of grace or courtesy will be recognized, when expressly established by law.
Art. 951.-The creditor shall incur arrears when without fair cause he does not receive the payment offered, judicially or in notarial act, or does not carry out the necessary acts so that the debtor can fulfill his obligation.
Art. 952.-If the obligation is intended to deliver furniture at the creditor's home, the offer must be real. In the case of immovable property, or of furniture which has been delivered elsewhere, the requirement to receive it shall be sufficient, to be recorded in the notarial act.
Art. 953.-If the creditor refuses to admit the actual offering, or does not show up to pick up the stuff
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after having been required to do so, the debtor may be released, by the procedure (a) to be recorded or deposited in a banking establishment, if it is money or securities, or a general store of deposit, if other.
The entry or deposit, if accepted by the creditor or declared valid by firm judgment, release the debtor and are irrevocable.
offer and deposit made in accordance with previous articles, will be sufficient exception to paralyze the executive action of the creditor.
Art. 954.-Things that are deceitable or difficult or costly conservation, may be put in place after the offer of the same.
The disposal will be done in the form indicated for the garment. The price shall be entered or deposited, at the disposal of the creditor, in a banking institution.
Art. 955. The covenant that excludes or limits the liability of a merchant company for the purpose or the fault of its personnel, or third parties to whom it uses in the fulfilment of the obligations of its rotation, shall be unwritten.
Art. 956.-The existence of commercial obligations between traders, entitles the creditor to free letters of exchange in charge of his debtor, up to the total amount of the credit, except pact expressed to the contrary. The accepted party has the right to impute the amount of the letter accepted, as payment on account of the amount owed to the bookseller.
When the bookseller is not made under prior agreement with the party, the time limit of the letter of change cannot be be less than the term of the causal obligation.
Art. 957.-The creditor may retain the assets of his debtor who, by reason of past due credits resulting from business acts, are lawfully in his possession or are at his disposal by means of representative securities. The right of retention shall not cease because the debtor transmits ownership of the retained assets.
Art. 958.-The right of retention may be exercised by unexpired claims, when the debtor is declared bankrupt, suspended payments or contest, provided that the debt comes from the disposal, repair or preservation of the retained property.
Art. 959.-The holding shall have the rights and obligations which it would correspond to if the retained thing is in garment.
The right of retention shall cease if the debtor states or deposits the amount of the debit, if it guarantees sufficiently to satisfaction of the creditor or if the creditor does not exercise his or her actions within the 15 days following the date on which he refused to return the matter.
Art. 960.-The delinquent debtor must pay the agreed interest and in his defect the legal as compensation for the arrears. Where the obligation is for a certain and determined, or determinable, object, interest shall be calculated on the value of the item. This value will be determined, except convention,
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for the price you have in place on the day of maturity, or for your listing, and, in
The legal interest in commercial matters will be fixed periodically by the Ministry of Economy.
Art. 961.-If the creditor considers that the damages caused to him by the arrears are greater than those that would correspond to him according to the article he precedes, he may claim the actual amount of the same if proof that he has actually suffered them, unless they have been conventionally priced or the type of the moratoria interest has been fixed.
Art. 962.-Unless otherwise provided by law or agreement, the co-debtors and trade-holders are in solidarity, including those who are not traders.
Art. 963.-The fair price and the current price in square, when there are no official lists, will be based on the lists of banks, stock exchanges or chambers of commerce. In default of such lists, they will be determined by experts.
CHAPTER II
UNILATERAL ACTS AND CONTRACTS
Art. 964.-The provisions of this Code relating to contracts shall apply to business, legal acts, and in particular to unilateral acts, which have the effect of providing for the lives of those who grant them and who have heritage content, in what they do not object to their nature or special provisions on them.
Art. 965.-No one can be forced to hire, but when it refuses to constitute an illegal act.
Reluctance will be considered unlawful when it comes from companies that enjoy concessions, authorizations or permits to operate with the public, or find themselves in a situation of imposing prices on the goods or services they provide, provided that I do not measure just reason for the refusal, in the case of the judge who knows about the case.
Who will refuse to hire in the cases of the foregoing paragraph, may be obliged to conclude the contract, on equal terms with which You will be able to agree with your other clients, without prejudice to any damages you have caused.
The silence of the company required to contract will be considered as negative to do so.
Art. 966.-Commercial contracts to be concluded by correspondence will be improved after the proposer receives the answer in which he accepts what he has offered; but if he proposes conditions to modify the original proposal, the contract with the modifications will be perfected until the response is received by accepting them.
Art. 967.-The telegraphic offer and acceptance will be equated to those made by letter.
Art. 968.-The offer and acceptance by telephone or radio telephone, will be considered as present
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when the parties, their representatives, or leaders communicate personally.
Art. 969.-If a trader has been required to hold a given offer for a given time, he/she cannot revoke it.
The death or the supervenient incapacity of the trader does not deprive the offer of effectiveness, even if it is without a fixed term, be that, of the nature of the business or its circumstances, it is the opposite.
The same consideration will have the declaration of one party being forced as a consequence of option that grants the other to accept or reject it.
If no deadline is set, in all cases, the Judge will determine it.
Art. 970.-The offer to the public of goods in catalogues or in any other form of advertising, compels the merchant to do what is expressly indicated; and the exposition of such things, in storefronts or saloons, will force the sale of the objects that have marked the price and, where applicable, the conditions of the business.
Art. 971.-The one who, by advertisements or offers made to the public, commits himself to some benefit in favor of the person who fills a certain condition or performs certain services, contracts the obligation to fulfill the promised.
Art. 972.-If multiple persons who execute the service order or fill in the indicated condition, may require the reward:
I-The one who has done so first.
II-If it is performed simultaneously by several, the service will be divided reward for equal parts.
III-If this is not divisible, it will be drawn among the stakeholders.
Art. 973.-In contests where there is a promise of reward for those who will fill certain conditions, it is essential that a deadline be set.
The promitor has the right to designate the person who will decide who should be awarded the reward, according to the proposed bases.
Art. 974.-The clauses of certain contracts and prices of goods or services imposed by law shall be considered to be inserted in the contracts to which they relate or which relate to them, and shall replace the contrary clauses established by the parts.
Art. 975.-If the contract is not sufficiently determined for the species and quality of the goods to be delivered, only the debtor, the delivery of goods of kind and average quality may be required.
Art. 976.-In the accession contracts, the additional clauses will prevail over those of the form, even if these have not been cancelled.
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Art. 977.-In the case of contracts whose means of proof consists of a policy or document issued on the one hand, the other may withdraw the contract within 15 days of the date on which it receives the policy or document, if it does not agree with the agreed terms.
You can request the rectification of the text within the same period.
Art. 978. Contracts drawn up on forms printed or prepared by one of the parties shall be interpreted in the case of doubt, in the most favourable sense to the other contractor.
Art. 979.-Who has given rise, with positive acts or serious omissions, to which it is established, in accordance with the trade practice that a person is entitled to act as its representative, may not invoke the lack of representation vis-à-vis third parties good faith, which is presumed, unless otherwise tested.
Art. 980.-Representation ceases when there is conflict of interest between represented and representative.
The business may be terminated, in this case, at the request of the representative, if the conflict was or should be known to the third party.
Art. 981.-Who holds a business as a representative of another without being so or exceeding its powers, shall be personally obliged, except for validation made by the apparent representation.
The creditor, once known as the deception, may opt for the compliance or compensation for damages.
The compliance makes the false representative who pays, the rights and obligations that would correspond to the apparent representation.
Art. 982.-Any Contracting Party may reserve the right to designate, within a period of three days, except for a different covenant, the name of the person to be considered as a definitive contractor in his replacement. The validity of this designation depends on the acceptance of that person.
If the legal or agreed period has elapsed, the appointment of the contraaor has not been made, or is not valid, the contract will produce its effects among the primitive contractors.
Art. 983.-These are special provisions concerning trade factors, corporate bodies or commercial agents, contained in this Code and will be applied in preference to those of this Chapter, when between some and others there is opposition.
Art. 984.-In the case of subjective novation, the provisions relating to the legal delegation, which contain the following Articles, shall apply in respect of their nature.
Art. 985.-In the field of trade, there shall be perfect delegation where the delegator and the delegate expressly agree that the original legal relationship is extinguished and a delegate is appointed, to whom the delegator orders to be a creditor or to receive a payment, or that a payment is made or made, with respect to the delegate.
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Art. 986.-Whenever there is an imperfect delegation, because the extinction of the original relationship has not been agreed, the creditor delegate who agrees with the appointment of the delegate as a new debtor, may not require the delegate to pay the the previous obligation but in the alternative way, after requiring the delegate to accept the delegation, or to fulfill the obligation in his case and not to have obtained one or the other.
Art. 987.-The delegate shall have no obligation to accept the order, active or passive, conferred on him by the delegate, even if he is a creditor or debtor of this, except prior agreement.
Art. 988.-The delegator shall have the power to revoke the delegation, as long as it has not been perfected by the creation of the new relationship between delegate and delegate; the latter may validly assume the quality of the creditor or debtor of the latter, according to the delegation is active or passive, even after the death of the delegate or the inability of the delegate.
Art. 989.-The delegate may not enforce the actions or exceptions arising from the relationship between delegating and delegating, unless they have expressly stipulated it.
Art. 990.-The third party who, without delegation of the debtor, assumes the debt in respect of the creditor of the latter, shall be jointly and severally liable with the original debtor, unless the creditor who accepts the new debtor expressly releases the other debtor.
Art. 991.-Unless otherwise agreed, the third party may not, in the case of the preceding article, oppose the creditor with the exceptions relating to its relationship with the original debtor; but if the creditor could have opposed the debtor, other than personal of the last, nor derived from facts after the assumption of the debt by the third party.
Art. 992.-It is valid to exercise the action of resolution as a change of action, in the same judgment in which the compliance has been demanded; but the one that requires that, once deduced, cannot be abandoned to replace the one of compliance; the demand of resolution will prevent the defaulting party from being able to fulfill its obligation out of time.
Art. 993.-In contracts where there are more than two parts and the benefits of each of them are for the same purpose, the failure to comply with one of them shall not be the cause of the decision of the act in respect of the other; unless the A missing benefit is, due to the circumstances that are present, essential for the performance of the purpose that is pursued in the contract.
Art. 994.-Where, in respect of an act of continuous execution, of periodic or deferred performance, the provision by one of the parties shall be unduly burdensome by reason of extraordinary and unforeseeable events in the market, the party which owes such benefits shall be entitled to the decision of the act as soon as it is to be established; but the other party shall also have the right to object to such a decision, by means of a proposal for a fair and proportional change.
In the event of the parties ' failure, the Judge shall submit the point to an expert opinion.
CHAPTER III
PRESCRIPTION AND EXPIRATION
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Art. 995.-THE PERIODS OF THE COMMERCIAL PRESCRIPTION ARE AS FOLLOWS:
I-THE ACTIONS OF RECTIFICATION OF THE BALANCES OF THE CURRENT ACCOUNTS SHALL BE PRESCRIBED AT SIX MONTHS.
II-THE FOLLOWING ACTIONS SHALL BE PRESCRIBED IN ONE YEAR: THE NULLITY OF THE AGREEMENTS OF THE SOCIAL ASSEMBLIES OR OF THE CELEBRATIONS OF THE SOCIAL ASSEMBLIES; THE ONE OF UNDUE ENRICHMENT ON THE OCCASION OF THE ROTATION OF SECURITIES; THE DERIVATIVES OF THE CHEQUE; THE RETURN OF THE LETTER OF EXCHANGE; THE COMPLAINTS FOR SERVICES OF THE SOLD THING; THE ONES CONCERNING THE CONTRACT OF TRANSPORT AND THE ONES OF CLAIM OF RESPONSIBILITY TO THE ADMINISTRATORS, AUDITORS AND INTERVENTORS OF SOCIETIES.
III-PRESCRIBE IN TWO YEARS, EXCEPT FOR THE EXCEPTIONS MENTIONED IN THE PREVIOUS ORDINAL, THE ACTIONS DERIVED FROM THE FOLLOWING CONTRACTS: OF COMPANY, OF SALE, SUPPLY, DEPOSIT, COMMISSION, ESTIMATE, EDITION, LODGING, PARTICIPATION, GUARANTEE AND OTHER LODGING THAT DO NOT HAVE DIFFERENT TIME LIMITS PROVIDED FOR IN THIS CODE OR IN SPECIAL LAWS.
IV-SHALL PRESCRIBE IN FIVE YEARS THE SHARES ARISING OUT OF THE CREDIT AGREEMENTS, COUNTED FROM THE DATE OF THE LAST RECOGNITION OF THE OBLIGATION BY THE DEBTOR; WITHIN THE SAME PERIOD THEY SHALL PRESCRIBE THE OTHER COMMERCIAL RIGHTS. (19)
Art. 996.-When a right must be exercised or a requirement must be filled within a specified time limit, the rules on interruption and suspension of the prescription, contained in the Civil Code, shall not apply.
will suspend the expiration deadlines, but they will continue to run as soon as the expiration date.
Art. 997.-The covenant may be rescinded which establishes an expiration period which, in the judgment of the Judge, makes it excessively difficult for one of the parties to exercise the right.
Art. 998.-The parties may not modify the legal status of the expiration; they will also not be able to renounce it if it has been established by law.
CHAPTER IV
TEST OF COMMERCIAL OBLIGATIONS
Art. 999.-Commercial obligations and their extinction are proven by the following means:
I-Public, authentic and private instruments.
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II-Invoices.
III-Postal Correspondence.
IV-Telegraphic Correspondence recognized.
V-Accounting records.
VI-Witnesses.
VII-Others admitted by law.
Art. 1000.-The telegraphic correspondence shall prove against whom it is presented whenever it is demonstrated in judgment that the message comes from this or that it has the power to represent it or to force it.
Art. 1001.-When the original of the telegraphic message deposited in the office of dispatch has been authenticated by Notary, this circumstance shall be recorded in the copy that the office of reception gives to the consignee, a copy that will have effects of recognized private document.
Art. 1002.-If there is a difference between the copies of a contract submitted by the parties in question, the case shall be elucidated in accordance with the accounting entries of the contraaas; it shall make faith the commercial accounts of the contraaing legal form; taking them both, any other means of proof; if both arguments of equal force, the Judge will rule in favor of the defendant.
Art. 1003.-In commercial matters, the testimonial proof, whatever the amount of the interest that is demanded, is accepted, except in cases where the law requires another means of proof
In the cases in which law requires specific instrumental test, such as the insurance policy and the securities contracts for capitalisation, savings and loans, or savings for the purchase of goods, if the original is lost or destroyed, its cancellation and replacement may be requested, following a procedure equal to that which is provides for the cancellation and replacement of securities with similar conditions. The legally-spare document will have equal probative force as the original.
TITLE II
TRADE ARBITRATION
Art. 1004.-REPEALED BY D.L. 914/2002.
Art. 1005.-REPEALED BY D.L. 914/2002.
Art. 1006.-REPEALED BY D.L. 914/2002.
Art. 1007.-REPEALED BY D.L. 914/2002.
Art. 1008.-REPEALED BY D.L. 914/2002.
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Art. 1009.-REPEALED BY D.L. 914/2002.
Art. 1010.-REPEALED BY D.L. 914/2002.
Art. 1011.-REPEALED BY D.L. 914/2002.
Art. 1012.-REPEALED BY D.L. 914/2002.
TITLE III
PURCHASE AND SALES
CHAPTER I
PURCHASE
Art. 1013.-They are commoditized:
I-The ones that are realized within the normal operating rotation of a commercial enterprise.
II-Those of commercial things.
They are not mercantiles sales made by farmers or ranchers, the fruits or products of their crops and livestock, or of the species that are given to them in payment, when they have no storeroom or shop for their purpose, nor those made by the artisans in their workshops of the objects manufactured in them.
Art. 1014.-The price shall be deemed to be determined if the item is referred to or is flagged in stock or market, domestic or foreign, on a fixed date.
S i the contract is for items sold usually by the seller and the parties. have been agreed on the price or in the manner of determining the price, shall be presumed to have been in conformity with the price normally required by the seller, unless it is a matter of market or stock price, in which case the presumption shall be which have in such establishments on the day of delivery.
The arras, advances and quantities delivered as a token of the contract, will always be understood for the price.
Art. 1015.-Who has signed, by itself or through authorized representative or dependent, an order of goods, is obliged to take them, in the conditions that the order expresses. The other party will take action in summary judgment to record the goods to the order of the buyer and simultaneously to demand the payment of the price and the compensation of the damages caused by the delay.
Art. 1016.-The seller must deliver with the item, the documents necessary to ensure the enjoyment of it, according to its destination.
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Art. 1017.-When a period of time is fixed whose performance is essential for the buyer, because he has established it in the contract or because of the circumstances of the contract, the default of the seller will cause the buyer to assume that the buyer will surrender the and reserves the right to claim damages; but if you prefer to receive the item, you must communicate it without delay to the seller, after the expiration of the term.
Art. 1018.-That which in good faith I shall buy in an establishment open to the public, things whose sale is part of the normal turn of the public, shall not be deprived of them, even if the seller was not his owner, and he would have done it by selling them.
Art. 1019.-The buyer who at the time of receiving the things will examine them to their satisfaction, will not have action to repeat against the seller by default of quality or apparent quantity of those.
The buyer will have the right to repeat against the If you have received the items in anger or bales, if you have received the action within eight days of your receipt, and do not proceed with the failure of a fortuitous case, your own vice of things or fraud of the third.
The seller may require, in the act of delivery, that the recognition be made to the satisfaction of the buyer.
If the vices are hidden, the buyer must report them within 15 days of their discovery or within the period agreed upon by the parties. The complaint is evidenced by a notary record.
Hecha the complaint in the term and form indicated in the previous paragraph, the buyer will have the resources that determine the Civil Code. The mentioned actions are prescribed in a year since delivery.
Art. 1020. Unless otherwise stated, things shall be delivered in the seller's establishment or, if not, at his address.
Art. 1021.-If the seller guarantees the operation of the sold thing for a certain time, the buyer, unless otherwise agreed, must report to him the defect of operation within thirty days of having discovered it, under penalty of expiration. The complaint is recorded in the minutes before Notary.
The action will be prescribed in six months from the date of the complaint.
The Judge, in accordance with the circumstances, may set a time limit for the replacement or repair of the item, without damage to damages.
Warranties without a deadline are given for three years.
Art. 1022.-The purchase and sale of things to be used will be improved when the relevant decision is communicated to the seller.
S i the examination of the thing should be done in the establishment of the seller, the contract will be perfected if the buyer does not proceed to such an examination, within the time limit set by the contract or in which
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I will fix the use and, in default of both, within the appropriate term set by the seller.
If the item is in the buyer's power and the buyer does not resolve within the stated time, the silence will constitute approval of the contract.
Art. 1023.-The test-sale shall be presumed to be made under the suspenseful condition that the thing has the qualities necessary for the intended use.
The test shall be carried out within the time and form agreed in the contract or fixed by usage.
Art. 1024.-In the sale on samples or qualities known in trade, the determination of the object shall be made with reference to the sample or the quality. For the transmission of property it requires that the thing be individualized. The individualization will be done by buyer and seller agreement, unless by agreement or by the use it can be made exclusively by the seller.
Art. 1025.-When the price is to be paid in fertilizers, it may be agreed that the non-payment of one or more of them produces the resolution of the contract, according to the following rules:
I-Treating of buildings, or of movable goods such as motor vehicles, engines, pianos, sewing machines or other devices which can be indubitably identified, the resolution of the sale shall take effect against third parties acquiring such goods, where the decision has been entered in the the Trade Registry or the Root Property, where applicable.
II-Whether it is movable property whose identification is not possible to establish undoubted, the termination of the contract will not produce effects against third parties in good faith who have acquired them.
Art. 1026.-If the contract is settled, the performance of the contract must be restored. The seller shall have the right to require the buyer to pay compensation for the use he has made of the item and for the deterioration he has suffered; both shall be fixed by experts.
The buyer who has paid part of the price shall have the legal interests of the quantity that he delivered.
The covenant that imposes on any of the parties, conditions more onerous than the expressed, will be null.
This article and the previous one are applicable to any case of different in the payment of the price, even if the contract is made in the form of a lease with promise of sale or in any another analog.
Art. 1027.-If the sale is on documents, the seller will fulfill its obligation of delivery by referring to the buyer the representative title of the goods and the other documents indicated in the contract or required by the custom.
Otherwise, the payment of the price must be made at the time the documents are delivered. Buyer cannot refuse to pay by claiming defects in quality or status of
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things unless you present evidence of such defects.
Art. 1028.-If things are in course of route, and among the documents given is the insurance policy for the risks of the transport, these will be borne by the buyer from the moment of the delivery of the goods to the porter; the seller has known, at the time of concluding the contract, the loss or breakdown of the goods and has concealed it from the buyer.
Art. 1029.-If in the contract of sale the clause "documents against acceptance" (D/a), or "documents against payment" (D/P), is inserted, the provisions of Art. 712.
Art. 1030.-In the sale "cost, insurance and freight" (csf, cif or caf) the price will include the value of the item plus insurance premiums and freight rates, up to the place agreed to be received by the buyer.
Art. 1031.-The seller, in the sale referred to in the previous article, shall be deemed to be obliged:
I-To contract the carriage in the agreed terms, to pay the freight and to obtain from the porter, the bill of lading or the letter of
II-To take insurance for the total value of the item sold, in favor of the buyer or the person for this indicated, that covers the agreed or usual risks, and to obtain for the buyer the policy or certificate corresponding.
III-To deliver to the buyer or to the person designated by it, the referenced documents.
Art . 1032.-If the seller "csf" does not contract the insurance in the terms mentioned in the previous article, it will respond to the buyer, in case of a disaster, as the insurer has responded. The buyer can contract the insurance and deduct the premium from the price due to the seller.
Art. 1033.-Except for the agreement or use, the bill of lading or the transport bill, shall be cost by both contractors, but the risks shall be borne by the buyer from the receipt of the goods by the porter.
Art. 1034.-The same provisions shall apply to the purchase and sale with the "cost, freight" (CF) clause, except as regards insurance.
Art. 1035.-In the "free on board" sale (LAB or FOB), the seller shall fix a price which includes all the costs of the goods sold on board the vessel or vehicle to be transported, at the time of the transfer of the risk to the buyer.
Art. 1036.-In the purchase and sale of securities, interest or dividends that correspond from the conclusion of the contract to the expiration of the term, shall be charged by the seller, on behalf of the buyer.
The right to vote shall be the responsibility of the seller up to the time of delivery, unless the name of the buyer has been entered in the shareholders ' register.
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The optional rights inherent in the same titles shall be exercised by the seller, if the buyer gives you the necessary funds; or by the buyer, for which the seller will give you facilities.
The buyer also corresponds to the buyer of the premiums, redemptions and similar payments that are made after the contract has been concluded.
Finally, the buyer must provide the necessary funds for the payment of the displays that are delayed over the titles, for which the seller must notify you in advance or agreed in advance.
Art. 1037.-The purchase of real estate by a company is a commercial tool.
Urban real estate companies will only be able to function when they have provided the lots of all the services required by them. regulations, depending on where the statement is located.
Companies that contravene the provisions of this Article shall be intervened by the Office exercising the supervision of the State, without prejudice to the Public ministry deduce the responsibilities to which it takes place.
CHAPTER II
SALE TO FURNITURE TIMEFRAMES
Art. 1038.-It is called the sale of movable property, in which it is agreed that the domain will not be acquired by the buyer, while it has not paid all or part of the price, or fulfilled some condition.
To enjoy the benefits which grants the contractors this Chapter, it will be necessary to enter the contract in the Trade Register, and that the value of the same contract is greater than one thousand colones.
Art. 1039.-The seller of movable objects provided with numbering or other signs which the individual, or any interested party, may request, within thirty days of the date of the contract, their registration in the Register of Commerce.
Art. 1040.-The contracts entered and the notes or letters of exchange subscribed in relation to the same, shall be negotiable by the seller or his successors by simple endorsement, one or more times, even after the execution has begun, but before the termination of this.
Art. 1041. Contracts for the sale of movable property shall only be liable to third parties when they have been registered in accordance with this Chapter, and the owner or his successors may then claim the goods sold. in the case of third parties, in the same cases in which they can claim them from the buyer.
In the cases of the preceding paragraph, the actual enajenations and charges consented to by the buyer or obtained judicially, as well as the embargoes and kidnappings made by buyer's debts, will cede
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to the right of the owner or any of his successors.
Art. 1042.-When the purchaser has ceased to pay a fee or to fulfil another condition to which the acquisition of the domain is subordinated, in the fixed term, the owner or his successors may make him/her to be notified judicially intimation to make the payment or to comply with the condition within a period of not less than ten days, warning him that if he does not do so, the sale will be resolved in full right to the expiration of that period, without any other judicial intervention or any procedure, the owner or his successors may claim the thing sold in any hands in which he/she is
When the owner requires it, the Judge will decree the preventive sequestration of the thing, from the moment when he notifies the buyer of the intimation referred to in the previous paragraph, stating this in the same act.
Art. 1043.-After the date of the intimation made in accordance with the previous article, without the buyer having made the payment or the condition, the sale is settled in full right. The owner can then request the competent court to order the seizure of the item in whatever hands it is. This order is enforceable however appeal. If the seizure affects the rights of third parties, the Judge shall hear the persons concerned, for the term of three days, prior to their execution.
The seizure may comprise all the parts, parts or accessories which have been incorporated into the After the sale, in replacement of others that it was provided when it was sold, unless such parts or accessories are protected in favor of third parties by contract of sale in instalments.
Art. 1044.-The claim in the form provided for in the foregoing article must be delivered by receipt to the owner, who cannot dispose of it until the time limit for appeal has expired, if no such appeal has been filed; or as long as the final and irrevocable judgment has not been taken, if it has been appealed. In the event that the owner has the thing outside the conditions set out in this article, the buyer can claim it in any given hands, while the registration has not been cancelled.
However, where the owner has sufficient solvency, in the judgment of the Judge, and is obliged to be made to the court to pay the value of the thing and the costs and indemnities to which there may be, if the order is revoked, said official may authorize you to dispose of the item.
The current contract holder, you may obtain the transfer in your favor registration, in the case of a motor vehicle, by means of a single filing to the relevant office of the seizure act.
Art. 1045.-The item to the owner shall be handed over to the owner, which shall be made voluntarily between the parties and in the form provided for in the contract. In the absence of any provisions relating to the adjustment, or if there is no agreement, the parties may designate one or more experts to make the adjustment of accounts; and if no agreement is reached to appoint them, the Judge shall be appointed by one of the parties.
For the adjustment, the expert must take into consideration the difference between the state of the thing at the time of the sale and its current state, the possibilities of reselling it, the amounts paid to account, the compensation corresponding to the enjoyment and usage that the buyer has had while having the thing on their
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power, and any other factors likely to influence the assessment.
contract, neither the subsequent agreement of the parties relating to the adjustment nor the one that practices the expert, may impose more onerous conditions for any of the parties, than those referred to in Article 1026 of this Code.
of balance, it is obliged to pay it within ten days after the notification make at the request of the other party, with commandments of payment. The adjustment sheet signed by the parties or experts, as the case may be, and endorsed by the Judge, constitutes an executive title, in order to proceed with the seizure of the debtor's assets.
Art. 1046.-The holder of a contract of sale in instalments transferred by endorsement, may be indistinctly and without being able to oppose the benefit of excision, to pursue the recovery of the sum owed by the buyer, against this or any of the endosants above, in response to any damages and damages that could arise from the execution of the contract.
Art. 1047.-The previous endorsements will answer to the holder of the title that executes the contract for the difference between the sum due and the value of the object seized when this is minor.
Any endoscopies harmed by the execution of the rights that you agree with this and the previous article to the holder, you can in turn hold accountable your previous endosants and so on to the seller.
Art. 1048.-Any kind of rights and actions which the contract generates, its negotiability or its execution, shall be prescribed within three months of the end of the period laid down in the last paragraph of Article 1045 and if there is no place within that period, seizure.
Art. 1049.-In the sales referred to in this Chapter, the risks are borne by the buyer from the day of sale.
Except convention, taxes and insurance on the sold thing must be paid by the buyer.
Art. 1050.-Without prejudice to the provisions of the Penal Code, time limits shall be deemed to be due when any of the following events occur:
I-The fact that the buyer is selling or, in any form, alienating or tax the thing, before having acquired the domain and without the written consent of the owner.
II-The fact of transporting or allowing the thing to be transported out of the country, in the same circumstances.
III- destroy, damage or hide the thing to the detriment of the owner.
IV-The change or make disappear numbers or other signals that individualize the thing.
V-The failure to deliver the thing when it is required in the manner provided for in the article
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1043, except for force majeure.
CHAPTER III
CONTRACT ESTIMATORIO
Art. 1051.-Under the terms of the contract or sale in consignment, one party gives the other things furniture, so that it pays its price or returns the same or some of the same things, within a period of time. It will be governed by the following rules:
I-The consignee is obliged to pay the price of the received, when he does not return the things, even if the return becomes impossible for reasons that are not imputable to him.
The consignee may be validly disposed of, but these may not be foreclosed upon by the creditors of that person until he has paid the price.
III-The consignee may not dispose of such things as long as they are not returned to him.
CHAPTER IV
PERMUTAS
Art. 1052.-The swap is mercantile in the same cases as the sale.
Art. 1053.-The permutant who suffers the eviction of what he received, and does not prefer to recover the thing or the right which he gave instead, may demand the other to pay him the value of the evict thing, plus the compensation of the damages that have been caused to him. To estimate the payment will take the value of the item at the time it was evict.
Art. 1054.-In any case not provided for in this Chapter, the provisions relating to the commercial sale shall apply to the commercial swap, with the modifications required by its nature.
TITLE IV
Art. 1055.-For the supply contract, a party is obliged, in exchange for a price, to perform in favor of the other, periodic or continuous benefits.
Art. 1056.-If the amount of the benefits is not determined, it shall be understood as appropriate to the normal needs of the party receiving them, at the time of fulfilling such benefits.
If a maximum and a minimum have been agreed for total provisioning or for capabilities
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isolated, it will be up to the supplier to set their value within the agreed limits.
If the amount of the supply should be determined by reason of the needs of the supplier, the supplier shall be entitled to the necessary benefits, even if they exceed the limit set.
Art. 1057.-In the supply of a periodic character, if the price should be determined in accordance with the rules of Article 1014, account shall be taken of the maturity of the individual benefits and the place in which they are to be made.
Art. 1058.-In the supply of a periodic character, the price shall be paid for each individual benefit and in proportion to its value.
In supplies of continuous character, the price shall be paid in the agreed maturities or in the absence thereof, in the
Art. 1059.-The time limit set for the isolated benefits shall be deemed to be agreed in the interest of both parties.
If the supplier has the power to set a date for the isolated benefits, he shall inform the supplier in advance. enough.
Art. 1060.-In the event of non-compliance with one of the parties, in relation to the individual benefits, the other may request the termination of the contract, if the non-compliance is of such importance that it is capable of affecting confidence in respect of compliance future.
Art. 1061.-If the supplier fails to comply with any of its obligations, the supplier will not be able to suspend the execution of the contract without giving him a 15-day notice.
Art. 1062.-If in a supply contract the exclusivity clause is established in favour of the supplier, the supplier may not obtain the same third-party benefits; nor shall he be able to provide with his own means, unless otherwise agreed, to the production of the things that are the object of the contract.
Art. 1063.-If the exclusivity clause is established in favour of the supplier, the supplier may not, in the given area and for the duration of the contract, directly or indirectly, provide the services of which they constitute the object of the contract.
The supplier who will be required to promote the sale of the goods in the zone will respond to the loss of profit, even if he has already met the minimum amount fixed in the contract.
Art. 1064.-If the duration of the supply has not been established, either party may denounce the contract, giving notice to the other party with the agreed advance, or with that established by the uses or, in default of both, with three months of notice.
Art. 1065.-They will apply to the provision, as soon as they are compatible with the preceding provisions, the rules governing the contracts to which the isolated benefits correspond.
TITLE V
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COMMISSION AND MERCHANT COMMAND
CHAPTER I
COMMISSION
Art. 1066.-By the contract of commission, the comionist performs in his own name but for account of others, mandate to carry out acts of commerce. The comisionist acts as an intermediary agent, between the principal and the third parties.
A commission shall be presumed to be accepted when the person who publicly holds the character of the comisionist is entrusted with the sole fact that he does not shun it. within eight days of the receipt of the respective proposal.
Even if the professional commission rehuses the commission entrusted to it, it shall not be exempt from practicing the necessary measures for the conservation of the the effects the principal has sent to him, until he has provided the new manager, without tacitly accepted the commission.
Art. 1067.-When without legal cause I shall leave the comisionist to warn that he refuses the commission, or to fulfill the express or tacitly accepted, will be responsible to the principal of the damages caused to him.
Art. 1068.-The comisionist may sell the effects that have been entered, by means of two traders who previously certify the amount, the quality and the price of those effects:
I-When the presumed value of the same does not reach cover the costs incurred by the transport and receipt of them.
II-When you have advised the principal that the commission refuses, and the commission, within eight days after the one in which it received the notice, does not provide a new person in charge which receives the effects.
III-If such an alteration occurs in the effects that the sale is necessary to save part of its value. In this case the principal must be consulted, if possible and there is time for it.
The liquid product of the sale, shall be deposited at the disposal of the principal in a banking establishment of the same square, or in his defect, of the most next.
Art. 1069.-The commission shall be personally performed by the comisionist, who may not delegate his or her mission without being authorized to do so.
Under his responsibility, he may employ dependents in operations which, as usual, are entrusted to
The comisionist shall be subject to the instructions of the principal in the performance of his or her duties; complying with them, shall be exempt from liability, unless they are violative of the law, in which case both are responsible.
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As expressly not provided for by the principal, the commission shall consult it, provided that the allow the nature of the business. If the consultation is not prudent or is authorized to act at its discretion, it will do what prudence dictates and be more in conformity with the use of trade, taking care of the business as its own.
If an unforeseen accident does, in the opinion of the The commission may suspend compliance with the commission, communicating it to the principal by the quickest means.
Art. 1070.-If it is a commission whose compliance requires the provision of funds, the commission is not obliged to implement them while the principal does not provide it in sufficient quantity. In addition, you can suspend them when the provided are consumed.
Art. 1071.-If the comisionist committed to anticipate funds for the performance of the commission, he is obliged to supply them, except in case of suspension of payments or bankruptcy of the principal.
Art. 1072.-The commission shall respond to the effects it shall receive, in accordance with the notice of remittance, unless, upon receiving them, it shall state the differences by certification of two traders.
Art. 1073.-The comionist who has in his power effects on behalf of others, will respond to them as a depositary.
Art. 1074.-The comionist who has to send effects to another place, must contract the transport, fulfilling the obligations of the loader.
Art. 1075.-The commission cannot have effects of the same species belonging to different owners under one brand, without distinguishing them by a counter that designates the property of each principal.
Art. 1076.-The comisionist cannot, without authorization from the principal, lend or sell to the credit. If you do so, the principal may require you to pay the cash.
Art. 1077.-If the comisionist, with due authorization, sells the credit, he must notify the principal, taking part in the names of the buyers, and if he does not do so, it will be understood with respect to the principal that the sales were counted.
Art. 1078.-The comisionist who will not verify timely the collection of the credits, will be responsible for the damages that will cause his omission or tardiness.
Art. 1079.-In case of no prior stipulation, the amount of the remuneration of the comisionist shall be regulated by the use of the square where the commission is held.
Art. 1080.-The principal is obliged to satisfy the comisionist, by justified account, the amount of all his expenses and disbursements, with the commercial interest from the day he has made them.
Art. 1081.-Effects that are in the power of the comisionist, will preferably be understood
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affected to the payment of commission rights, advances and expenses made on behalf of the commission,
when the goods are delivered to the buyer without intervention by the commission, the buyer must present his/her documented account to the person who must make the payment. In this case, neither the buyer nor the banking institution that receives the value of the goods, will be able to give the price to the principal, without retaining the value of the respective commission and making it available to the commission. The lack of compliance with this provision will make the contractor responsible to the commission.
Art. 1082.-By death or disablement of the comisionist the contract of commission is resolved; by death or disablement of the principal will not be resolved, although they can revoke their heirs or representatives.
CHAPTER II
MANDATE MERCANTILE
Art. 1083.-By the mercantile mandate, the president is in charge of practicing acts of commerce on behalf of the mandant.
Art. 1084.-The remuneration of the president shall be regulated by agreement of the parties and, in the absence of a stipulation, by the uses of the place where the mandate is executed.
If the trader does not want to accept the mandate and, however, he has to practice The measures referred to in Article 1086 shall be entitled to a remuneration provided for their work.
Art. 1085.-The trade mandate containing instructions for certain business circumstances shall be presumed to be extended to the other. If you only have powers for a given business, you will understand all the necessary acts for execution, even if you do not specify them.
Art. 1086.-The trader who refuses the trade mandate must communicate his refusal to the mandante within eight days, but is obliged to carry out the necessary measures for the preservation of the goods that have been referred to him, until the mandant provides the appropriate.
When the mandant does not do anything after receiving the notice, the trader to whom the goods have been referred, will resort to the Judge to order the deposit and custody of them, on behalf of the owner, and the sale of which it is not possible to preserve or to satisfy the
The lack of compliance with the provisions of the above, requires the alleged agent to be in compensation for damages.
Art. 1087.-If the goods that the president receives on behalf of the mandant present visible signs of deterioration suffered during the transport, he must practice the necessary acts to leave his responsibility safe.
Deterioration forces of such a nature that require urgent providences, the president will be able
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alienate the merchandise through two merchants in the square.
Art. 1088.-The president will be responsible, for the duration of the keeping and preservation of the goods of the mandante, for the damages that do not result from the passage of time, fortuitous case, force majeure or vice inherent to the nature of the thing.
The president must insure against fire the goods of the mandante, being obliged to satisfy the premium and the expenses; and he will only leave that to be responsible for the lack and continuation of the insurance, if it has received order of the In order not to carry it out, or if the latter has refused the remission of funds for the payment of the premium.
Art. 1089.-The president, whatever the cause of the damage that comes to the goods that he has for the account of the mandante, is obliged to record by means of two merchants of the square, the alterations that have occurred and to give notice to the mandant.
Art. 1090.-The President who does not comply with the mandate in accordance with the instructions received, and in the absence or insufficiency of them, according to the uses of the trade, shall be liable for damages.
Art. 1091.-The president is obliged to inform the mandant of the facts that may lead to modify or revise the mandate.
Art. 1092.-The president is obliged to give notice, without delay, of the execution of the mandate to the mandante, and when he does not respond immediately, the business will be presumed to be ratified, even if the president has exceeded the terms of the mandate.
Art. 1093.-The representative must satisfy the interests of the quantities belonging to the mandant to be counted on the day when he must have delivered or issued them.
If the president distruses the quantities referred for in his own benefit, respond to the day on which you receive them, the damages resulting from the fault, without prejudice to the criminal action to be taken.
Art. 1094.-The president must display the written mandate to the third parties with whom he contracts; he may not object to the instructions that he has received separately from the mandante, except if he proves that they were aware of them when hiring.
Art. 1095.-As many persons in charge of the same mandate, without being said to have to act jointly, will be presumed to do one in the absence of another and by the order of their appointment.
When it is declared that they must act together, and The mandate is not accepted by all, those who accept it, if they constitute a majority are obliged to comply.
Art. 1096. -President, his or her heirs or representatives shall be entitled to compensation in proportion to what they will receive for the full execution of the mandate, when the contract ends with the death or interdiction of one of the parties.
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Art. 1097.-The commercial agent enjoys the following rights and preferences:
I-For the advances and expenses that he has made, for the interest of the amounts paid and for remuneration of his work, on the goods that are sent for sale on behalf of the mandant and that they are at his disposal and on those which he will prove with the letter of transport having been issued to him and to which such credits affect.
II-For the price of the goods purchased for account of the mandant, on the same goods, as soon as they are at their disposal.
III-For the The loans referred to in the previous two ordinals, on the price of the goods, belonging to the mandante.
The credits referred to in the first number are of a preferential nature to all the claims against the mandante, except for come from transportation or insurance expenses, have been constituted before or after the merchandise came to the power of the president.
TITLE VI
MERCHANT WAREHOUSE
CHAPTER I
PROVISIONS GENERALS
Art. 1098.-It is mercantile the deposit practiced in general stores, which the hoteliers and similar companies receive from their clients and that of money or securities made in banking establishment.
Of the operations of the general warehouses In Chapter IX of Title II of the Third Book of this Code.
Of the deposit in hotels and similar companies the following Chapter and the bank deposit is dealt with in Chapter VII. of the Title that follows.
Art. 1099.-The depositary must guard the thing with the strictest diligence and will not be able to use it or leave it in deposit to another, without the consent of the depositor.
If urgent circumstances will force you to guard the thing in a different way The pactada must be immediately notified to the depositor.
The cases in which the deposit is irregular, by its legal nature or by agreement of the parties, are excepted.
Art. 1100.-In the deposits of consumables, the depositor may agree with the depositary that he/she will restore things of the same kind and quality.
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Art. 1101.-The deposit must be returned to the depositor when it is claimed, unless a deadline has been set in the interest of the depositary.
The depositary may for a fair cause, return the item before the agreed deadline. If no term has been fixed, the depositary wishing to return the item must notify the depositor in advance of not less than one month.
Art. 1102.-If the matter is deposited on the basis of the interest of a third party, which has communicated its conformity to depositor and depositary, the thing cannot be restored without its consent.
Art. 1103.-The restitution of the thing assumes that of its fruits and accessories.
CHAPTER II
DEPOSITS IN HOTELS AND
SIMILAR ESTABLISHMENTS
Art. 1104.-Customers have the right to hand over to hoteliers, fondists, car entrepreneurs beds, hospitals, sanatoriums and similar companies, money and valuables that are carriers.
The entrepreneur will be able to refuse receive the deposit in the case of objects of excessive value, in relation to the importance of the establishment, or are very bulky, for the capacity of the premises.
Outside the cases referred to in the previous paragraph, the employer which is denied, will respond to the customer for damages caused by its refusal.
Cesara the liability of the depositary in this type of deposit, if the loss or deterioration suffered by the deposited items is due to the serious fault of the depositor, his employees, visitors or companions; to the nature or vice of the matter, or
It will be null and void any pact contrary to the previous four incisuses.
The responsibility for the custody of the things not delivered to the businessman and for which he did not want to receive in deposit, will be governed by the rules of the hosting contract.
TITLE VII
CREDIT AND BANKING OPERATIONS
CHAPTER I
OPENING CREDITS
SECTION "TO"
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GENERAL PROVISIONS
Art. 1105.-By the opening of credit, the accrediting is obliged to make a sum of money at the disposal of the accredited, or to contract for this an obligation, for the same to make use of the credit granted in the agreed form, obliging to his he is credited with restoring to the accrediting the sums available to him, or the amount of the obligation that he has acquired, and to pay the interest, expenses and commissions that have been stipulated.
Art. 1106.-The amount of the credit does not include interest, commissions and expenses to be required to cover the credited.
Art. 1107.-The amount of the credit will be determined or determined for its purpose or otherwise agreed.
The lack of determination will be charged to the accrediting, who will respond to the damages and damages that the ineffectiveness of the contract cause to the accredited.
You cannot agree to the provisions of this article.
Art. 1108.-Unless otherwise agreed, the credited may have in full or in part the view of the amount of the credit.
Art. 1109.-Accredited, unless otherwise agreed, shall pay the fixed fee, even if the credit is not available.
Interest shall be made on the amounts available to the accredited and on the amounts paid on its behalf, from the date of withdrawal until refund.
Art. 1110.-In payment or cash credits, the money shall be made available to the credited; credit may be made available through the drawing of letters, promissory notes, cheques or the conduct of an accredited cash-for-account service.
If the accrediting is a merchant company, withdrawals can be made in merchandise, if it is stipulated in the respective contract, in which case the invoices will serve to make use of the credit.
Art.1111.-The opening of credit in current account the right of the accredited to make money remittances in favor of the accrediting, before the date fixed for the settlement, in partial or total repayment of the sums of which it has disposed, and may, as long as the time limit set for the use of the credit does not end, have the balance in its favour.
For the duration of the term, the effects of the the contract is not extinguished even if the total amount of the credit has been disposed of; the credited may make remittances, which constitute credit balance in his favour.
They are applicable to this class of credit opening, as appropriate, Articles 1173 and 1177 of this Code.
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Art. 1112.-Unless otherwise agreed, provided that by virtue of an opening of credit the accrediting is obliged to accept or grant letters, to subscribe promissory notes, to lend its endorsement or, in general, to appear as an endorsement or a signatory of an account title the accredited person shall be obliged to constitute the provision of sufficient funds to the accrediting authority, no later than the business day preceding the date on which the document accepted, granted or subscribed, must be made effective.
Acceptance, the endorsement, endorsement or subscription of the document, such as the execution of the act of the obligation the credit is to be paid by the credited to the credited account, whether or not the credit balance is to be provided, the balance of the credit shall be reduced, unless otherwise stipulated; but apart from the expenses and commissions to be caused by the use of the credit, the accredited person shall only be obliged to return the amounts supplied by the accrediting agent when paying the obligations he has incurred, and to cover the interest corresponding to such sums.
Art. 1113.-When the accrediting is a bank establishment and the credited may have the amount of the credit in partial amounts, or is authorized to make repayments prior to the expiration of the term fixed to use the credit, the statement of account certified by the accountant of the creditor institution with the approval of the manager of the same, shall make faith in judgment, unless proof to the contrary, for the fixing of the balance in charge of the accredited.
The contract in which it is made The balance with the certification referred to in this Article constitutes an executive title, without need for signature recognition or other prerequisite.
Art. 1114.-The granting or transfer of securities or any other document by the accredited to the accrediting, as a recognition of the balance, does not entitle the latter to discount or give up the credit thus documented, before its maturity, but If the former expressly authorizes it.
Negotiated or transferred the credit unduly, the accrediting shall be liable for the damages suffered by the accredited.
Art. 1115.-The actual or personal guarantee of a credit will not be extinguished because the credited will cease to be debtor of the accrediting, if the guaranteed relationship remains.
If the goods given in guarantee decrease of value by more than twenty percent of the value agreed, or in default on which they have at the date of the lodging of the guarantee, the accrediting may require the same to be improved up to the primitive limit.
If the credited does not agree, the accrediting can reduce the credit in proportion to the reduction in the value of the security; if it is fully disposed of, You can require the return of the appropriate part.
Art. 1116.-When the parties do not set a time limit for the return of the amounts owed by the accredited person, the refund shall be made within three months following the expiry of the deadline for the use of the credit.
The same rule shall apply to the other benefits to be paid to the accredited.
Art. 1117.-The right to make use of credit is extinguished:
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I-For having provided the credited of its amount.
II-For expiration of the term, directly or indirectly fixed, or if there is no, in the course of the period of the complaint.
III-For the sake of not improving the guarantees, in the case of Article 1115, if the maximum is already arranged to be reduced.
IV- statement of the state of suspension of payments, bankruptcy or contest of any of the parties.
V-By disqualification of the accredited for the exercise of the trade, if the credit has been granted for commercial activities.
VI-By death or interdiction of the accredited, unless otherwise agreed, that the credit (a) a guarantee or a guarantee shall be made in a timely manner, provided that its use is made in the agreed form. The accrediting may appoint an auditor to check and monitor the investment.
VII-By dissolution of the accredited company, if the credit is not necessary for the completion of the operations in progress, and for its merger or transformation.
Art. 1118.-When it is not stipulated, directly or indirectly, to use the credit, either party may terminate it, by means of a complaint that the other court will be notified or notarized.
Denunciated the contract, the Credit may be granted within a period of 15 days following the complaint. After this deadline, the credit will be extinguished on the part that has not been used.
SECTION "B"
DISCOUNTS
Art. 1119.-By the discount, the discontentee transfers to the discontant the ownership of a credit of future maturity and the last one makes available to the first, the amount of the credit with the agreed deduction. The unanswerable will respond to the payment, if the reverse is not agreed.
Art. 1120.-These are non-accounting securities: the exchange letter, the promissory note, the garment bonds, the coupon of shares or negotiable obligations and the other securitised credit content, provided they are in the order.
The discount is will execute through the endorsements of the titles.
The discount of securities will produce all the effects of the full endorsement.
Art. 1121.-The documented letter discount will not transmit to the discontant the property of
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the things covered by the representative titles annexed; but, for the holding of these, acquire the rights of the creditor for the collection of what is owed to him for the discount.
Art. 1122.-The credits opened in the merchant books may be discounted if they meet the following conditions:
I-That the credits be payable at term or with prior notice.
II-That there is written proof of the existence of the credits.
III-That the discount be recorded in a document that mentions the names and addresses of the debtors, the amount of the credits, the interest rate agreed and the terms and conditions of payment, adding with the notes that document the discounted credits.
IV-That the discounteary delivers to the decant letters drawn to the order of the latter, in charge of the debtors, in the agreed terms for each credit. The decant shall not be obliged to submit the securities for acceptance or payment; it may only be used in the event that the non-contactee does not surrender the amount of the respective credits to his or her maturity.
Art. 1123.-The discontant of credits in books shall have the right to examine the books and correspondence of the discounteary, as soon as they relate to the operations related to the credits discounted.
Art. 1124.-The discounteary shall be the agent of the decant, as regards the recovery of the discounted credits and shall have the obligations and responsibilities that correspond to them, including the penalties.
SECTION "C"
DOCUMENT CREDITS
Art. 1125.-By the document credit opening contract, the accrediting is obliged to pay a certain sum to the accredited third party, against the delivery which it will make of documents that will serve as guarantee to the first one to claim the second the payment of the agreed remuneration and the expenses incurred by the contract.
Instead of making the payment to the third party, the accrediting can be obliged to accept the securities delivered in favor of this.
Art. 1126.-The accrediting may only oppose to the third beneficiary the exceptions that proceed according to the contract and the personnel that it has against him.
Art. 1127.-Any open document credit opening that has not been declared a revocable and for which it has been agreed term of validity, will be irrevocable.
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Art. 1128.-The revocable credit may be cancelled at any time by the accrediting, but it will have the obligation to notify its decision to the accredited and the third beneficiary.
Art. 1129.-The irrevocable credit obliges the accrediting person against the third beneficiary and cannot be modified or cancelled, without the agreement of the three interested parties.
Art. 1130. The irrevocable credit may be notified to the third beneficiary through another trader, who, if confirmed, will respond in solidarity to its compliance.
Art. 1131.-The documentary credit that does not indicate the due date shall be understood as a six-month period from the date of the communication to the third beneficiary.
Art. 1132.-The opening of documentary credit that has not been reported in the form set out in Article 1130, shall be so by letter of credit that the conditions, requirements and nature of the credit granted are recorded.
Art. 1133.-The accrediting must require the documents which the accredited person tells you. In the absence of any indication, the following:
I-For air or sea transport, knowledge of shipping in negotiable form.
II-For land transport, transport in negotiable form.
III-For operations international consular documents.
IV-For all cases, policy or certificate of communicable insurance and invoice of the goods.
The accrediting may not require the insurance documents, if it obtains from the beneficiary the proof sufficient, in his opinion, that the insurance is covered by the accredited or the consignee of the goods.
Art. 1134.-The accredaste responds as a representative of the formal regularity and the conformity of the documents with the terms of the opening of credit.
Art. 1135.-The accrediting does not respond:
I-By the tenor and authenticity of the documents that are sent to you.
II-By the nature, quality, quantity and price of the goods to which the documents refer.
III-For the accuracy translation of the respective contract.
IV-For loss of documents during shipment; and for delay, mutilations, errors
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or lack of transmission of telegraphic correspondence.
V-For non-compliance with its instructions by those whose services are required by the accredited, unless the accrediting has taken the initiative in his/her choice.
Art. 1136.-Unless otherwise agreed, the documentary credit is not transferable. If so, the terms and conditions of the original, except the amount of the credit, which may be reduced, and the period of validity, which may be reduced, shall be retained.
When the transfer causes expenditure, it shall be covered by the beneficiary. original, except convention to the contrary.
Art. 1137.-The transfer authorisation comprises the transfer on another square. The expenses for this operation are borne by the original beneficiary, if no other modifications are made.
SECTION "D"
ADVANCE
Art. 1138.-By the advance contract, the accrediting credit opens a credit to the accredited one for a part of the value of the things that it gives to it.
Art. 1139.-The accrediting may grant advances on goods held by the accredited, if he signs the contract of garment in the Register of Commerce.
Art. 1140.-If the goods are deposited in a general warehouse, the advance on them shall be made by negotiation of the bond of garment.
If the garment falls on goods that are not deposited in a general warehouse, the pledged assets are to be determined in detail, and may be deposited in a third party, on behalf of the creditor.
The securities of credit content, representative of goods and securities may be made advance about participation titles.
Art. 1141.-If it is agreed, the accrediting can return to the accredited, other titles or goods of the same kind and quality as the ones it has received in garment.
CHAPTER II
COMMERCIAL LOAN
Art. 1142.-The loan is commercial when granted by banking or credit institutions that perform such operations or by persons engaged in credit activities.
CHAPTER III
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CREDITS TO PRODUCTION
SECTION "TO"
NATURE OF CREDIT AND GARMENT OBJECT
Art. 1143.-They are credits to the production, the following:
I-The one of habilitation or avio, which is used for agricultural, livestock or industrial works, whose yield occurs, usually, within the period of one year.
II-El refactional furniture, intended for the purchase and installation of machinery in general, accessories thereof, working animals and other implements for agriculture, livestock or industry, which is paid in periodic redemptions, according to the investment productivity.
III-The real estate refactionary, intended for construction, as stables, galerons, silos, bodegas, gallineros, fences and other similar facilities, permanent agricultural plantations, drains, water supplies, irrigation systems or other similar ones, which is paid in the same way as the refactionary furniture.
IV-The livestock farmer or livestock farmer, who is destined to promote livestock and its derived industries, and to purchase animals for breeding or fattening, which is paid at the expiration of the respective instalments or for redemptions In accordance with the productivity of the investment.
V-The industrial, destined to (a) to meet the needs of the extractive and processing industries that are paid at the maturity of the respective instalments or for periodic redemptions, according to the productivity of the investment.
production, those destined to pay debts, whose funds have been invested in the objects indicated in this article.
In the real estate credits, in those destined for the raising of cattle and in the industrial ones, it can be left to demand capital depreciation for up to a quarter of the statutory maximum period authorised in Article 1149 of the this Code.
Art. 1144.-It may be given in garment to guarantee credits to the production, the following goods:
I-The fruits of any nature corresponding to the agricultural year in which the contract is realized, pending or collected; the woods in all State of the art; mining and quarrying products; raw materials acquired for use in domestic industries; and products of domestic, manufactured or semi-finished factories.
II-The machines, tools or instruments tillage.
III-Animals and things furniture intended for rural exploitation and
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those.
These assets, when they are in garment, will be considered as different from the properties that they are part of.
Art. 1145.-The production credits, registered in the Land Registry, will have a preferential right in respect of previously registered mortgage loans, unless a third party has preemptively noted an embargo on the same goods before the credit is granted.
Art. 1146.-The creditor may obtain from the Judge the surrender of the building in which the garment is located, when a third party acquires the possession or possession of the foundation from which the pledged assets are part, for the purpose of administering exclusively these, provided there is no previous enrollment to be respected.
Art. 1147.-If, by force majeure or fortuitous case, the objects given in garment are lost, and these are pending fruits, the next year's next year, in guarantee of the credit, will be affected.
SECTION "B"
CONSTITUTION OF THE garment
Art. 1148.-The credit agreement may be concluded for the production, the owner, the user, the tenant, the anti-castic holder, the depositary and the settler.
Art. 1149.-The maximum time limits for this class of credits are:
I-Eighteen months, for habilitation or avio.
II-Eighteen months, for livestock for cattle fattening.
III-Two years, for the transferable
IV-Five years, for other reallocated realists.
V-Ten years, for livestock destined for the promotion of livestock in general and its derived industries.
VI- Twenty years, for real estate refactors.
The maximum deadlines for industrial credits be the above mentioned, according to their special nature and analogy.
Art. 1150.-No credit may be granted, the amount of which exceeds ninety percent of the value of the garment at the time the contract is concluded.
Art. 1151.-The credits to the production have a privileged character, in relation to the other debts of the borrower, on the goods pledged.
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Art. 1152.-The goods of the borrower which are to be the subject of the profits or crops, as well as, where appropriate, the rights of the user, the lessee, the anti-castic creditor, the depositary and the settler, guarantee the subsidiary the credit to production, even if it is not expressed in the contract. This subsidiary warranty also has a privileged character.
Art. 1153.-Production credit agreements must contain:
I-The stipulations relating to the mutual.
II-The object of the operation and destination to be given to the sum borrowed.
III-Detail of the goods being pledged.
IV-Status, extension, and registration in the Root Property Registry of the properties in which the garment is located.
V-The approximate quantity and price of the products to be obtained.
Art. 1154.-Production credit agreements may be formalized in public deed or in authenticated private document, whatever their value.
Art. 1155. -ANY CONTRACT OF CREDIT TO THE PRODUCTION SHALL BE ENTERED IN THE REGISTER OF THE ROOT PROPERTY AND MORTGAGES CORRESPONDING TO THE JURISDICTION IN WHICH THE BUILDINGS IN WHICH THE GARMENT IS LOCATED ARE LOCATED, IF THE BORROWER HAS THE RIGHT TO BE REGISTERED IN IT. IN ANY OTHER CASE, IT WILL BE ENTERED IN THE TRADE REGISTER.
WHEN THE CREDITS TO THE PRODUCTION HAVE BEEN CONSTITUTED BY TENANTS TERMINATED THE LEASE FOR ANY CAUSE, THE REGISTRAR OF THE ROOT PROPERTY AND MORTGAGES AT THE REQUEST OF THE OWNER, MUST CANCEL THE REGISTRATION AND MARGINAL ANNOTATION CORRESPONDING TO THE LEASES, AS WELL AS THE MARGINS CORRESPONDING TO THE CREDITS TO THE PRODUCTION CONTRACTED BY THE LESSEE AND THE ENTRIES RELATING TO THE CREDITS TO THE PRODUCTION, WITH THE SAME VALUE AS THE TRADE LOG. (15)
SECTION "C"
OBLIGATIONS AND RIGHTS
Art. 1156.-The pignorked objects shall remain in the power of the borrower, as a deposit.
In the case of a livestock garment, the following provisions shall apply:
I-The Executive Branch in the Agricultural and Livestock Ramp, may grant natural persons and credit institutions to engage in such operations, the right to use herrar fiirons, for the identification of livestock to be pledged as a guarantee of production credits, grant, to be invested in the livestock industry. Such irons will be registered and enrolled in the Central Trademark Office and
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Firos, dependent on the Ministry of Agriculture and Livestock. These irons will be referred to as "Prenaria Guarantee Fiirons" and all legal provisions concerning herrar cattle, in the pipeline, will be applicable.
II-The irons referred to in the previous ordinal, will be applied in the the right-hand pallet of the semovent, to indicate the existence of a lien on the semovirent; if, for the number of credit transactions or for any other reason, the right-hand pallet is insufficient, the left shall be used. When the charge is cancelled, the same iron will be applied to the pair of the previous post to cover the garment.
III-The transfer in favour of third parties, of the cattle that has the marks indicating the lien, will not be of value (a) to be paid; except in the case of transmission by reason of death, of disposal in public auction due to executive court action or of the written and prior written consent of the creditor to the transfer. If the animals are auctioned, the Judge shall authorize the cancellation of the charge in the form indicated in the previous ordinal; in order to do so, he shall order the creditor to apply in due form the iron or to permit the latter to do so. In case the semovents are awarded to the creditor, the creditor will cancel the charge.
Art. 1157.-The borrower has an obligation to deliver to the creditor the pignorted objects, in the following cases:
I-If I fail to pay the obligation on the agreed date.
II-If the crops are not to be carried out at the time appropriate, or the amount provided for the object stipulated in the contract will not be allocated.
III-If the pledged assets are in danger of destruction.
IV-If the debtor abandons the property, possession or possession of the property where the property is they are the goods given in garment, or that they are to be cultivated.
V-If the debtor will affect the debtor with new taxes the goods pledged without cancelling the former or if it constitutes a lease, usufruct or anti-resis on the rustic property subject to the crops, without written permission from the creditor.
Where the causes are of the same Four last ordinal, the debtor may retain the pledge, if it provides a new guarantee sufficient to secure the payment of the debt to the creditor, in the judgment of the Judge.
Art. 1158.-The same goods may not be more than a single charge. The prohibition of taxation extends to the fruits of years after the year in which the garment was incorporated. To constitute a new production credit, the previous one must be canceled.
CHAPTER IV
REPORTED
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Art. 1159.-By the contract of the report, the reporter acquires, for a sum of money, the ownership of securities and is obliged to transfer to the reported property of equal number of titles of the same species and its accessories, within the agreed period,
if the titles are to the order, the report is perfected by the delivery of them to the reporter, duly endorsed; followed by their registration in the books of the issuer, if they are nominative; when the carrier will be sufficient, the simple material delivery will suffice.
Unless otherwise agreed, the prize is in benefit of the reporter.
Art. 1160.-The report must be stated in writing, expressing the name of the reporter and of the reported, the kind of titles given in the report and the data necessary for its identification, the term of the contract, the price and the award agreed. When the contract has not been determined, the price or award must be determined.
Art. 1161.-If the securities attribute a right of option to be exercised during the reporting, the reporter shall be obliged to exercise it for the account of the reported; but the latter shall provide it with sufficient funds, at least two days before the expiration of the period indicated for the exercise of the optional right.
Art. 1162. Unless otherwise agreed, the reporter shall be obliged to exercise for the account of the reported the ancillary rights corresponding to the titles given in the report. The dividends or interest paid on the securities during the reporting will be credited to the one reported to be settled.
The write-downs, dividends or interest on the securities will be for the benefit of the reported, except for
The right of vote inherent in the titles that have it, corresponds to the reporter, if the contrary is not stipulated.
Art. 1163.-When during the term of the report some exhibition on the titles must be paid, the reported one must provide the reporter with the necessary funds, at least two days before the date on which the exhibition is to be paid. In the event that the reported does not meet this obligation, the reporter can proceed to liquidate the report.
Art. 1164. In the absence of a specific time limit, the report shall be deemed to be agreed to be settled on the last working day of the same month in which the transaction is concluded, unless the date of conclusion is later than the twentieth day of the month, in which case it is will liquidate the last business day of the following month.
Art. 1165. In no case shall the reporting period be longer than forty-five days. Any clause to the contrary will be unwritten. The time limit for the operation may be extended by a term of not more than forty-five days, one or more times, with the effect of simply "carry-over", or other equivalent, by determining the number of days, subscribed by the parties to the transaction. the document that the operation was made to.
Art. 1166.-If the deadline day is not settled or extended,
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for abandoned and the party to which you will make a difference, may claim it.
CHAPTER V
CURRENT Account
Art. 1167.-By the current account contract, two persons who will surrender values reciprocally, are obliged to convert their credits into "must" and "haber" items, in such a way that only the final difference arising from the respective settlement.
Art. 1168.-The fees and expenses for the business to which the account relates shall be included in this, unless otherwise agreed.
Art. 1169.-It is presumed to be included in the current account, all the business of the rotation of each storyteller, except for the credits that are not liable for their nature.
Art. 1170.-The registration of a credit in the current account does not exclude the actions or exceptions relating to the validity of the acts or contracts from which the consignment comes, unless otherwise agreed.
If the act or contract is cancelled, the item will be canceled in the account.
Art. 1171.-The account holder who includes a secured credit with a pledge or mortgage in the account, will be entitled to make the guarantee effective for the amount of the secured credit, as soon as it is a creditor of the balance.
Yes for a credit In the case of the account holders or co-debtors, they shall be obliged in the terms of their contracts for the amount of that credit in favor of the account holder who made the consignment and as soon as the balance is secured.
Art. 1172.-The current account contract produces the following effects:
I-The transfer of the ownership of the credit sitting in current account in favor of the person being forced.
II-The novation between the sender of the credit and the which receives it from the prior obligation of which the current account credit resulted.
III-The reciprocal compensation between the parties to the concurrence of the respective credits, at the time of the settlement of the account.
IV-The the right to demand the resulting difference in the settlement of the current account.
V-The right to to receive the interest of the amounts entered in the current account, to be paid by the person who received the credit, from the day on which he received it. Interest will be calculated at the agreed rate; or, failing that, at the legal rate.
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The current account seat of securities or credits is always presumed to be clause "saved good collection".
Art. 1173.-The creditor of a financial account can seize the balance that will eventually result from the closing of the current account. The embargo must be notified by the authority performing the other account, who will, of course, be entitled to terminate the account.
The operations initiated, after the date and time of the embargo, cannot be reduced. balance of the account against the embargoing. New operations are not considered to be the result of a right of the other existing account-teller at the time of the embargo, even if the respective annotations in the account have not yet been made.
Art. 1174.-The closing of the account for the settlement of the balance is operated every six months, unless otherwise agreed.
The credit for the balance is a liquid credit, payable to the view or in the terms of the corresponding contract. S i the balance is taken to account new, it causes interest at the agreed rate for the other remittance, and in its default, the legal type.
Art. 1175.-Before the closing of the current account, none of the persons concerned shall be considered as creditor or debtor of the other. The settlement establishes the state of the legal relations between the parties, operates the compensation of the credits and determines the person of the creditor and the debtor.
Art. 1176.-The actions for the rectification of the errors of calculation, of the omissions or duplications, they prescribe in six months from the closing of the account.
Art. 1177.-In the absence of an agreed term, any of the account holders may, at each closing time, denounce the contract, giving notice to the other at least ten days before the date of the contract.
The death or the overcoming incapacity of one of the account holders, does not imply the termination of the contract but when their heirs or representatives or the other account holders opt for their termination.
The payment of the balance of the account cannot be claimed but after it expires the term for the closure, after liquidation.
CHAPTER VI
CARTA DE CREDIT
Art. 1178.-The letter of credit must be issued in favor of a given person, by fixed amount or by a maximum that will be established according to international uses and is not negotiable.
The letter of credit is not accepted nor is it protstable, nor does it confer your right holder against the person to whom it is addressed.
Art. 1179.-The taker is only entitled against the giver, when he has left the amount of the letter of credit in his possession, or when he is his creditor for equal value, in which cases the giver will be
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obliged to reinstate the amount referred to and to pay damages, if the letter is not paid.
If the taker has granted bail or secured the amount of the letter and is not paid, the giver shall be obliged to pay the damages.
The damages mentioned shall not exceed one tenth of the sum that has not been paid, in addition to insurance or bail expenses.
Art. 1180.-The issuing of a letter of credit, except in the case that the taker has left the amount of the letter in his possession, has established it or secured it or is his creditor by that value, may cancel it in any time, putting it to knowledge of the taker and the one to whom it is addressed.
Art. 1181.-The person who issued a letter of credit shall be obliged to the person at whose charge he gave it, for the amount paid by the letter, within the limits fixed therein.
Art. 1182.-Unless otherwise agreed, the time limit for the letter of credit shall be six months from the date of issue. After the deadline, the letter will be canceled.
Art. 1183.-The taker shall reimburse the giver, the amount received without delay. If you do not do so, you may be required to be in the legal interest and current exchange in the place where the payment was made, on the place where the refund is verified.
CHAPTER VII
BANK OPERATIONS
SECTION "A"
GENERAL PROVISIONS
Art. 1184.-The following transactions may only be carried out by banking institutions with a view to the special law of the matter:
I-Bank deposits of money and securities.
II-Deposits in savings account.
III- Issuance of Bank Obligations.
IV-Trust.
Art. 1185.-Banks are obliged to reserve absolute reserves in respect of the operations of their clients, unless they are required to declare them by law. Breach of this obligation will cause them to be liable for damages.
SECTION "B"
MONEY AND CHECKING BANK DEPOSITS AND OTHER SECURITIES
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Art. 1186.-The deposit of a certain sum of money in national currency or foreign currency or foreign currency, transfers the property to the depositary bank, and forces it to restore the sum deposited in the same species.
The conservation obligation and custody is met with the maintenance of economic values equivalent to the assets deposited, in the form and limits determined by the law, and is not excluded by the use of the same by the depositary.
Art. 1187.-Bank deposits shall be withdrawn from the view, either within a period or with prior notice.
When the withdrawal of the deposit with prior notice is not specified, the term of the deposit shall be deemed to be withdrawn from the following working day. to the one in which the notice is given. If the deposit is constituted without special term mention, it will be deemed to be removable in the view.
Art. 1188.-The bank shall hold a private contract with the person making current account deposits, containing the authorization to release cheques and the obligations arising from there for both parties.
Of that contract, which shall be Extended on simple paper, copy will be given to the future bookseller.
Art. 1189.-In the current account deposits, the depositor has the right to make cash remittances or cheques to credit his account and to dispose of the sum deposited in full or in part, by cheques drawn by the depositary.
Money deposits with the view will be understood to be delivered into a current account, unless it is expressed as a firm deposit.
In order for the depositor to make remittances, in securities other than cheques, it will be required authorisation of the depositary. The credits will be understood as facts "except good collection", including the facts in cheques.
Art. 1190.-The opening of the current account requires the depositary to verify the identity of the account holder and will be responsible for the damages caused by the non-compliance with this obligation to third parties.
Art. 1191.-The bank that returns a deposit to the account or makes a payment to the third party, will be released from all responsibility, regardless of the legal capacity of the account. It will also be released when the payment is made under the injunction.
Art. 1192.-The deposits received on behalf of two or more persons may be returned to any of the account holders, or payable by order of one or more of them, unless otherwise agreed.
The provisions of this article are applicable even in the cases of death of one or more depositors, unless otherwise agreed.
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Art. 1193. Current account deposits will be checked with receipts or notes of credit from the depositary or with annotations made by it in the books that it has given to the depositor.
Art. 1194.-Within the first ten days of each month, the banks must pass on to their account holders a status of their current account, comprising the credits and charges made in the same during the previous month.
observations, within 15 days after the date of receipt of the statement of account, makes the accuracy of the seats shown in the accounting institution's accounts presumed.
The depositor may withdraw, after the the last of each month, the checks that have been paid, with a charge to his account, by written record of have received and approved the balance. Except as indicated in this subsection, the certificates are certified.
Art. 1195.-Banks may terminate the current account deposit, by notice given to the depositor.
The depositor may withdraw the balance, but will leave the funds necessary to cover the cheques that have not been charged to the depositor. the date of settlement provided that the time limits laid down by the law for its recovery have not elapsed.
Transforms the legal time limits for the collection of the checks, the depositor may withdraw any other balance that is in his favor.
Art. 1196.-The provisions regarding the settlement of the current account in the previous article, shall be applicable to the case in which the account is closed at the will of the depositor.
Unless otherwise agreed, the provision of the total deposit by means of checks, does not imply the conclusion of the contract, but after six months elapse without making new fertilizers.
Art. 1197.-In deposits with interest, it shall be caused from the first business day after the date of the consignment and until the last working day before the date of payment, unless otherwise agreed.
Art. 1198.-The above provisions will apply to deposits with the exception of those relating to credits and charges.
Art. 1199.-Removable deposits with prior notice shall be equated to time deposits, except those in which the prior notice is less than one month, as they shall then be governed by the rules on deposits in the firm view.
Art. 1200.-Time money deposits shall be governed by the provisions laid down for deposits in the view, as far as applicable.
Art. 1201.-Deliveries and repayments made in the deposit accounts in the firm, term or withdrawal period with prior notice, shall be verified by written constances; or securities denominated in cash bonds may be represented; or also bank certificates of deposit.
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The withdrawal of deposits on firm view, time deposits or removables with prior notice, you may be subject to restrictions and modalities that are previously agreed with the depositors.
Art. 1202.-The securitised securities may be the subject of bank deposits, either in the current or firm, forward-to-or-out-of-account view.
In all cases, the depositary shall return the same number of securities, of the same kind and quality.
The delivery orders issued by the depositor to dispose of the securities shall not be negotiable.
The bank deposits of securities shall be governed by the provisions on the equivalent deposits of money, as far as applicable.
SECTION "C"
DEPOSITS SAVE
Art. 1203.-The Bank, through its savings department, will receive the amounts that are given to you to pay in savings account, from one to fifty thousand colones.
Art. 1204.-Interest savings deposits, which are paid on 30 June and thirty-one December of each year, unless the account is closed.
Interest may be withdrawn or capitalised at the option of the saver.
Art. 1205.-When the balance of a savings account reaches the maximum of fifty thousand colones, no more credits will be received; the interest will not be paid to the savings account, but to a deposit account in the view, which, while the saving has of it, will accrue the same interest rate as the saving interest.
Art. 1206.-The interest rate will be fixed by the bank and will be able to raise it at all times, but it will not be able to reduce it but by publishing it in legal form two months in advance. In the latter case, the savers will be able to withdraw their deposits, without warning.
Art. 1207.-The savings account will be checked against the notes that the bank makes in the book that it will have to provide free of charge to the savings.
The book must be authorized with the signature of an officer of the bank and with the stamp of the institution; it shall contain an extract of the relevant legal provisions and the special conditions of the contract. In addition, it will contain the signature of the saver or its digital printing.
The legally issued book is non-transferable and will constitute an executive title against the bank in favor of the legitimate carrier, without the need for signature recognition or more prior requirement, that a court order for payment, for the balance that the account throws.
Art. 1208.-Opening a savings account will fill a card with the following data that
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will provide the saver:
I-Your name and surname, age, marital status and address.
II-Name and last name of persons authorized to dispose of deposits, when they are different from the depositor.
III-Name and surname of the beneficiary.
IV-The declaration of knowledge and acceptance of the established conditions by the bank.
This card will be held by the bank and will be signed by the bank. If you do not know, if you do not know, your digital printing will be required in this case. It will also contain its date and the number of the respective account.
Art. 1209.-The books must be numbered progressively, and all the documents that relate to a savings account will contain, in addition, the number that corresponds to the account.
Art. 1210.-The deliveries shall be made by means of declarations on forms, free of charge provided by the bank, in which the depositor shall enter the number of his account, his name and last name and the kind and quantity of money he delivers, in letters and in figures.
In the book, it will be noted in letters and figures and with the expression of the date, the amount received, authorizing such reason with the signature or signatures that the bank indicates.
Art. 1211.-Creditors in savings accounts, will have the right to withdraw their funds, as follows:
I-Up to a thousand colones, in sight.
II-Over a thousand up to two thousand colones, with prior notice of seven days.
III-More than two thousand until five thousand colones, with previous notice of twenty days.
IV-More than five thousand colones, with previous notice of thirty days.
The notices will be given in duplicate, in forms that will facilitate the bank.
The duplicate, with the constancy of The original will be delivered to the person who gives the warning.
Art. 1212.-The creditor to whom a payment has already been made or who has given notice, may not require another payment in sight or give a further advance notice, but when the following periods have elapsed, respectively:
I-Seven days a from the date of the payment to the view, or from the date of another advance notice that does not
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exceeds two thousand colons.
II-Fifteen days after notice for a higher payment of Two thousand colones.
The provisions of this article and the previous article do not prevent any savings institution from attending to requests for withdrawal of funds, immediately, or before the corresponding pre-notices are defeated, renouncing the benefit of the term.
Art. 1213.-The payments will be made by means of receipts extended in forms that will provide the bank and annotation in the corresponding book. Receipts will be free of stamp duty and stamp duty.
Art. 1214.-The withdrawal of funds may be made by authorized representative by means of an authenticated letter.
Art. 1215. -When you withdraw the balance from the savings account, the depositor will return your book to be cancelled.
Art. 1216. In the event of death of the saver, the balance must be delivered to the beneficiary or, failing that, to the heirs.
Art. 1217.-The bank may open savings accounts in favor of minors or persons other than the one that deposits the funds.
The saver may reserve the right to freely dispose of the deposit, but if I do not express such a reservation, it will only be able to surrender to the beneficiary, when the time has come, or the condition has been imposed.
In the event of the death of the beneficiary or the condition imposed, the depositor of the funds may withdraw them with their respective interests.
Art. 1218.-In the deposit of savings in time, the saver can only demand the restitution of the money deposited and the interest, when the agreed deadline has elapsed.
Art. 1219. In case of destruction, loss or theft of a book, the saver has an obligation to immediately notify the bank and the bank will issue a duplicate in which, as a first item, the current account balance is settled.
Save you will sign a statement by recounting the case and express your compliance with the balance shown in the new book.
Art. 1220.-The amounts that are more than three hundred and sixty days from being deposited in savings account, up to the sum of ten thousand colones, may only be foreclosed to make the obligation to supply food effective.
The quantities credited to the account for interest, will be equated to the deposited, considering as the date of their delivery the one that legally corresponds to their credit.
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If it is tested that the executed has several savings accounts, in the same or different banks, and that the set of balances exceeds ten thousand colones, will only enjoy the privilege of inembargability the amounts paid in the account or older accounts, up to the limit established.
Art. 1221.-In all the non-anticipated savings deposits, the provisions governing current account deposits, compatible with the nature of the savings, will be applied.
SECTION "D"
GENERAL CONCERNING THE ISSUANCE OF BANKING OBLIGATIONS
Art. 1222.-The issuance of mortgage cards and bank bonds shall be governed by the following provisions:
I-It shall be agreed by the general meeting or, where the statutes permit, by the board of the issuing institution.
II-It will be formalized by a declaration of the issuing bank, made in public deed, which must contain the bases of the issuance and the agreement of the Superintendence of Banks and other Financial Institutions approving the same. The Superintendence agreement will be taken after the Central Reserve Bank's Economic Research Department has delivered an opinion. The deed will be entered in the Register of Commerce and will take effect from the date of registration.
III-The issuing institution will be obliged to cancel the titles that return to its power by early repayment, refund by credit to loans or direct acquisition on the market.
IV-When the bank obligations are payable over three years, they must be amortisation for periods not greater than one, with a draw or without it, for fixed payments equal to (a) include amortisation and interest or equal payments for the depreciation of capital. It may be agreed, where the nature of the investment justifies it, that the depreciation and interest shall be deferred for the first three years. In the case of a draw, a proportional amount of securities shall be amortised for each series. The draws will be public and chaired by a representative of the Superintendency of Banks and other Financial Institutions. The draw will be entered in the notarial act with the requirements indicated in Art. 696 and the favored numbers will be published, indicating the date from which they will be presented to the collection. The securities designated for redemption shall cease to be interest from the date fixed for recovery, without the time period between the date and the conclusion of the draw being greater than one month.
V-Without prejudice to the actions to be taken the additional guarantees, if any, the securities and their coupons shall be securitised exclusively by the issuer and shall produce executive action against the issuer, upon request for payment.
Art. 1223.-The titles included in this section should contain:
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I-The title class, the value of the issue, and the series and progressive number that correspond to them.
II-Name and address of the issuer, paid capital and reserves of the Bank.
III-Primas, interest rate and, where applicable, draws.
IV-Terms and conditions for payment of interest and capital; terms, conditions and other terms of early repayment.
V-Place of payment.
VI-Special guarantees as per the title nature.
VII-Place and date of issue, and inscriptions in public records.
VIII-Summary of issuance writing.
IX-Firmas autografts of at least two Bank administrators, authorized to do so.
Art. 1224.-The securities shall bear the coupons necessary for the recovery of interest and, where appropriate, for the purposes of depreciation. They must be written in Spanish, but they may contain translation into any foreign language.
The issuing institution will respond to the damages caused to the holders of titles, due to defects in the issue.
Art. 1225.-Banking obligations are subject to the provisions governing bonds issued by public limited liability companies, in which they are not expressly amended in this Section and in the following two.
SECTION "E"
MORTGAGE CARDS
Art. 1226.-Mortgage cards are bonds issued by banks that carry out mortgage lending operations, which grant preferential guarantees to their holders on all or part of the mortgage loans made available to them. of the issuing entity.
Art. 1227.-Mortgage cards shall be issued for the maximum period of 20 years. The amount of the issue may not exceed the total value of the mortgage loans that are affected.
The product of the placement of the cards in the market must be invested by the issuing bank in new mortgage loans. which will automatically be affected by the preferential guarantee mentioned in the previous article.
Art. 1228.-The characteristics of the mortgage credits that can be affected as collateral
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of an issue of cedulas, those of the mortgage credits that are granted with the product this issue, the species which may be issued and the conditions and requirements of the emissions to be made, shall be governed by the special law of the matter, without prejudice to the provisions of Art. 1222 of this Code and, where appropriate, of the provisions of The Law of the Mortgage Bank of El Salvador.
SECTION "F"
BANK BONDS
Art. 1229.-Mortgage bank bonds, are bonds issued by a bank, with a guarantee of a mortgage directly constituted in favor of its holders, by the person to whom the bank credits the amount of the issue.
Art. 1230.-The mortgagee will sign the bonds as guarantor of the issuer and will respond in solidarity on the exchange route and directly in the mortgage.
Art. 1231.-Debtors who have mortgaged the bonds issued will not be able to lease the mortgaged goods, without prior authorization from the issuer, within a period of more than one year, in the case of urban estates, or two years, if the rustic; nor receive early income of more than two years or six months, respectively.
Art. 1232.-General, commercial and other special bonds shall be regulated by the special law of the matter.
SECTION "G"
TRUST
Art. 1233.-The trust is constituted by a declaration of will, whereby the trustee transmits on certain goods in favor of the trustee, the usufruct, use or room, in all or part, or establishes an income or pension determined by entrusting their compliance with the fiduciary, to whom the goods or rights are to be transmitted in property, but without the ability to dispose of them, but in accordance with the precise instructions given by the trustee, in the instrument of constitution.
Art. 1234. The permitted trusts are of three classes:
I-Trust between the living, whose constitution shall be made by public deed, with the formalities of the donations between the living. If it is constituted for commercial purposes and in favor of a collective and future trustee, it serves as the basis for the issuance of fiduciary certificates of participation.
II-Trust for cause of death, whose constitution will be done by act testamentary.
III-Mixed trust, which begins to be exercised in life of the present and continues after his death, shall be constituted by public deed, with the formalities of the trusts between the living, but shall be confirmed in the Testament to the present, taking place as incorporated in the, with the value of clauses testamentary, the provisions of the law, either by entering them entirely or by making clear and precise reference to writing
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containing them.
Art. 1235.-The fiduciary shall exercise its powers in accordance with the clauses of the constituent act, and in its absence, with the following modalities:
I.-Depending on the purpose to be performed and not in the interest of the trustee, so that the The trust's economic benefit will fall on the trustee.
II. The trustee may challenge the acts of the trustee that exceed the functional limits established in the trust's founding act.
Art. 1236.-Fideicomitite goods and rights must return to the entity within the maximum period of twenty-five years, or pass definitively to the trustee or to another person determined.
The trusts in favor of the State, of the Municipalities, of public entities, charitable or cultural institutions and legally incapable entities, will not be subject to a certain deadline and will continue to operate for as long as the purposes for which they were constituted justify it.
Art. 1237.-The trustee can establish trust in favor of his, but the trustee can never be a trustee.
Art. 1238.-Only the banks or credit institutions authorized to do so in accordance with the special law of the matter may be fiduciary.
Art. 1239.-It may be possible for any natural or legal person who is not legally incapable or unworthy of inheriting the person to be present.
If the trust is constituted to serve as a basis for the issuance of fiduciary certificates of participation, the trustee will be indeterminate and will be constituted by the collectivity of certificate takers to whom the inabilities and indignities referred to in the previous paragraph will not apply to them.
Art. 1240.-In the document in which a trust is established, the names of the trustee, the trustee and the trustee shall be expressed, except for the latter, the case referred to in the second indent of the previous article; that they are responsible; the relevant instructions and the purposes for which it is constituted, which may not be contrary to the moral or the law.
The lack of any one of the indicated requirements shall prevent the formation of the trust.
Art. 1241.-The trustee may appoint several trustees to jointly or successively perform the trust, establishing the order and the conditions under which they are to be replaced.
If the trust bank does not exist to the date on which the trust is Enter into force the trust, will cease to exist subsequently, will not accept, renounce or be removed, must be designated by the Judge of Commerce, another to replace it.
The competent judge will be of the judicial district where they are located fideicomid goods; if
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are located in several locations, the competent Judge shall be the address of the trustee even if there is no property in that place; if the trustee resides outside El Salvador, or is undetermined, any of the judges of the capital of the Republic shall have jurisdiction.
Art. 1242.-No trust may be established in which the benefit passes to another person after the deceased the first trustee. But if the trust is originally constituted for the benefit of two or more persons, and the trustee so disputes, the trust may be transmitted to the survivors. This article does not apply to participation trust certificates.
Art. 1243.-If the trust is constituted by fixed time for certain purposes that must be fulfilled notwithstanding the death of the trustee or the trustee, the rights and obligations of one and the other shall be transmitted to their respective heirs.
Art. 1244.-The trustee appointed by the trustee or by the Judge, is obliged to accept the charge and can only decline or renounce it for a serious reason, in the judgment of the Judge of Commerce of the place of his domicile.
Serious causes:
I-That the trustee cannot or does not want to receive the benefits in the form indicated in the constitutive act.
II-That the trustee, his or her successors or the trustee, if any, refuse to pay the benefits compensation provided for the trust institution.
III-That the goods or rights given in trust do not yield enough products to cover these compensations.
Art. 1245.-Trust may be established in respect of all kinds of property, except for those rights which are strictly personal to the law of the holder or which by its nature exclude the trust.
are affected to the end that they are intended. It may be exercised only in respect of them, the rights and actions relating to that purpose, which expressly reserve the right of establishment, those for which they derive from the trust itself and those legally acquired, prior to the establishment of the of the trust, by the trustee or by third parties.
Art. 1246.-The trust may be particular or universal, pure or conditional; on a certain day, for a certain time or during the life of the trustee, trustee or trustee; all without prejudice to the provisions of Art. 1236.
If the trust is subject to a suspensive condition and is not necessarily enforceable before twenty-five years, it shall be fulfilled from the date of acceptance of the trust. If on the contrary the condition can be realized before or after the twenty-five years, and this lapse will not be verified, there will be no trust.
Art. 1247.-With the acceptance of the trust the existence of the trust is improved.
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The trust between the living is irrevocable from that moment, except where it has been constituted for the purposes of particular interest and has been made, in the constitutive act, express reservation of the ability to reform or revoke it; if the trust is intended to issue trust certificates of participation, it will only be able to be an irrevocable trust. The joint trust is considered to be among the living, in terms of the effects to be produced in the life of the individual.
Art. 1248. The trustee may accept the charge in the constitutive writing of the trust or in separate writing.
In any event, within fifteen days of the trustee's appointment, he shall accept or promote the proceedings. To qualify the causal by which the charge declines.
The trustee and trustee have action to compel the trustee to comply with the requirements of this article.
Art. 1249.-Trusts constituted on immovable property, as well as the revocations or reforms thereof, must be registered in the Land Registry. They will only affect third parties from the date of their submission to the Registry.
Art. 1250. Any act of constitution, modification or cancellation of a trust shall be entered in the Register of Commerce, even if it is also registered in the Register of Property.
Art. 1251.-All trust is remunerated. If the remuneration of the trustee is not fixed in the constituent act, the trustee shall be entitled to charge five per cent of the net income for the fideicomite assets.
The payment of the remuneration may be paid by the trustee, of his successors in title or of the trustee, as provided for in the constituent act. If nothing is disputed, the trustee may charge directly for the goods of the goods in trust.
Art. 1252.-The fiduciary shall not be able to dispose or tax the fideicomítítas if it has not been authorised in the constituent act. Where the execution of the trust necessarily requires the disposal or tax of the goods, the Judge, at the request of the trustee and with the intervention of the trustee and the Public Ministry, must authorize it.
The trustee will be responsible for the loss or damage arising from failure to carry out the duties with the diligence referred to in Article 947.
Art. 1253.-The fiduciary institutions shall carry out their duties by means of delegates, specially appointed, whose acts shall be directly and unlimitedly liable to the institution, without prejudice to the civil or criminal liability in which they are responsible.
The Superintendence of Banks and other Financial Institutions may veto the appointment of officials who have made the institution.
Delegates may appoint special proxies, within the limits of its own powers.
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Art. 1254.-When the instructions of the trustee are not sufficiently precise, or when the determination of the investment of the funds has been left at the discretion of the trust institution, it will be carried out in Salvadoran values that, in judgment of the institution, offer the greatest security.
Art. 1255.-The trustee shall have the right to require the trust to be fulfilled to the trust institution, to challenge the validity of the acts that it performs to its detriment and to claim the goods that have come out as a result of those acts of the trust unduly. To do so, you will have access to accounts that relate to the respective administration.
When there is no specific trustee, or the trustee is unable, the rights referred to in the preceding paragraph will correspond to the common representative, to the legal representative or the Public Ministry, as the case may be.
Art. 1256.-The trustee may prohibit the trustee from divestiture or lien of the income affected in the trust, in which case such income shall not be subject to demand or embargo for the benefit of the creditors of the trustee. where, by competent court, it is settled that part of the trustee's income may be applied to the cancellation of his obligations at the request of his creditors.
The portion of the rent that applies to the cancellation may not be reached until a amount such that the remaining balance will not cover the trustee's power to the trustee.
Art. 1257.-The fiduciary will be replaced:
I-When I will misuse or administer the fideicomite assets or blame them.
II-When required by the trustee, the trustee or the Public Ministry, do not give up the accounts of his or her management within a period of 15 days; or when declared, by executed judgment, guilty of the loss or impairment of the assets given in trust.
Art. 1258.-If the separation of the fiduciary should be agreed in the cases expressed in the previous article, or if the fideicomítítas goods suffer losses, the trustee, the trustee or the Public Ministry will be able to impose the providences Appropriate conservatives, in summary judgment.
Art. 1259.-The trustee may be required to give caution, by a judgment that orders him as a conservatory, at the request of the Public Ministry, the trustee, the trustee, the legal representative of the latter or his relatives when he or she is present. is in the mother's womb, or the common representative of the holders of trust certificates of participation.
Art. 1260. In the event of replacement of the fiduciary, the fideicomítítas or acquired in the exercise of the trust that are registered in its name in the Registry, will be registered by transfer in the name of the substitute that replaces it. The replaced trustee will deliver to the substitute all fideicomitting or acquired assets in the exercise of the trust with the respective documentation.
To proceed with the registration of the fideicomitides in favor of the fiduciary substitute, your appointment and the instrument on which your acceptance is recorded must be accompanied.
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Art. 1261.-The trust is extinguished:
I-For the purpose of being constituted, or for making the same impossible.
II-For the suspension condition indicated in the constitutive instrument has not been fulfilled in time.
III-By compliance with the stipulated resolution condition.
IV-For destruction of the fideicomite assets.
V-By resolution of the right of the person to be entitled to the fideicomite goods.
VI-By revocation made by the (iii) the right to the right of the person to whom he is entitled.
VII-By death or resignation of trustee, except as provided for in Articles 1242 and 1243.
VIII-For the legal deadline.
Art. 1262.-At the termination of the trust, the trustee is required to be accountable for its management and to return the fideicomitting assets.
CHAPTER VIII
GENERAL SERVICES
SECTION "A"
GENERAL CHOICE
Art. 1263.-The services that are regulated in this Chapter, can be provided not only by the banks but also by any other class of companies.
SECTION "B"
PAYMENTS AND COLLECTIONS
Art. 1264.-The banks may make payments in the place of their residence or in a different one, on behalf of a customer who has previously paid their amount or authorizes them to be taken into account, through the delivery of money orders or checks.
to be issued for this reason shall be nominative, or negotiable, and shall not have the consideration of securities.
Art. 1265.-The collection of letters of exchange, cheques, coupons and documents in general, for hire or reward, may be carried out by the banks in the conditions that they have previously determined.
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The bank must protest the documents that need this requirement, if the
Art. 1266.-The bank may act as a cashier for its clients and shall have the rights and obligations of a commission.
If agreed, the paying bank shall verify that the payments made are in accordance with expenditure budgets which has previously sent you the client.
SECTION "C"
CUSTODY SERVICE
Art. 1267.-The deposits of numerals or securities with the specification of the coins or of the documents and the boxes, on or off closed, do not transfer the property to the depositary and oblige it to the simple material preservation of the things deposited.
Art. 1268.-The bank deposit of securities in administration requires express agreement and requires the depositary to carry out the collection of the securities and to practice all the necessary acts for the preservation of the rights conferred on the depositor.
Where ancillary or optional rights are to be exercised or to make exhibits or payments of any kind in relation to the securities deposited, the provisions of the articles on the purchase of securities and on the reporting of securities shall apply.
SECTION "D"
SECURITY BOX
Art. 1269.-By the service of security boxes the bank is obliged, against the receipt of the pensions or premiums stipulated, to respond to the integrity of the boxes and to maintain the free access to them in the days and hours that are indicated in the contract or that are expressed in the respective general conditions.
Art. 1270.-The bank shall be liable for any harm suffered by the users due to violence committed on the boxes or the improper opening of the boxes.
Art. 1271. -Due to the responsibility it contracts, it is up to the bank to indicate:
I-The requirements that the user must fill in a security box to authorize other people access to it.
II-What people and what conditions may open the security box in the event of a supervenient incapacity, bankruptcy, suspension of payments, contest or death of the user.
III-The system of identification of the persons with access to the safe, as well as the registration of the same persons to the respective department. All of these circumstances will be listed in the contract.
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Art. 1272.-In the event of a lack of payment of the stipulated pension, the institution shall require in writing the payment to the user of the box, directing its communication in the certificate to the address indicated in the contract. If the user does not make the payment or disoccupies the box within 15 days of the requirement, the institution may proceed, before Notary, to the opening and vacancy of the corresponding box, lifting the inventory of its content, which shall be deposited in the competent court to the order of the user, except as provided in the last subparagraph.
By beating the term established in the contract, the bank will require the user to say whether it is extended or given by the court. finished. If the bank does not extend or disengage the cash, it will proceed in accordance with the foregoing paragraph.
To cover any liability of the user, the bank will sell in public auction, with judicial intervention, the goods that are extract from the box, as soon as it is sufficient to cover the amount of the due.
Art. 1273.-The user has an obligation to refrain from keeping in the boxes, objects that may cause damage or to be prohibited by express agreement or according to the general conditions.
CHAPTER IX
OTHER OPERATIONS OF CREDIT
SECTION "A"
CAPITAL
Art. 1274.-Capitalization operations are carried out by companies which, in order to promote the formation of capital, promote savings through contracts in which it is stipulated that in return for single or periodic deliveries, direct or indirect, such companies are obliged to return a given capital to the subscriber within a fixed period of time, or by means of draws which will periodically take place on pre-established dates, when agreed.
Art. 1275.-The capitalization contract is improved when the capitalization company accepts, expressly or tacitly, the offer contained in the request subscribed by the client.
The acceptance is tacit when the company, without answering strictly the request, refers to the contract or charges the premium.
Art. 1276.-The timely delivery of the premiums agreed in the capitalization contracts, confers on the subscriber the right to receive the capital stipulated in the agreed conditions.
Art. 1277.-The maximum duration of the capitalization contracts shall be ten years. No more than twelve capitalization draws per year can be agreed.
Art. 1278.-The pure premium or savings quota, will be increased in the precise amount to integrate the fund for the payment of the capital of the contracts favored in draws and in the necessary to cover
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acquisition and management expenses.
In the financial plan prescribed in the special law, the rules for the calculation of these amounts, as well as the limits of such surcharges, shall be laid down.
Art. 1279.-The request shall be extended in duplicate and shall contain in full the text of the contract and the undertaking's commitment to deliver it within the period specified.
The original shall be kept in the files of the company while the the contract is in force and must be signed by the applicant; if he does not know to sign, he will do so another to his request, stamping that his digital impression. The duplicate will be held by the applicant and signed by the agent of the company receiving the request, duly authorized.
Art. 1280.-Capitalization contracts must contain:
I-Number and series; and the number of contracts that it consists of.
II-Name and address of the company.
III-Capital of the company, with indication of the paid.
IV- Capital to be formed and term of contract.
V-Prima and its form of payment.
VI-Date on which the contract begins to take effect.
VII-Conditions of the sweepstakes and their periodicity, if any.
VIII- Payment delay expiration conditions.
IX-Subscriber rights, regarding rescue values, and conditions to rehabilitate the contract, in case of expiration.
X-Conditions in which the subscriber can obtain loans in cash, with warranty of his contract.
XI-Name of the beneficiary, in case of death of the saver.
XII-Other requirements that determine the regulations.
XIII-Name and signature of the subscriber.
XIV-Firmas autograph of people authorized by the broadcaster.
Art. 1281.-When capitalization is combined with draws, these will be subject to the following rules:
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I-Each contract will be part of a fixed series of numbers that will be accurately stated. There can be no more than one contract with the same number in the same string. The number of contracts that make up a series must be made known by the means of propaganda used by the company.
II-In the sweepstakes only the contracts in force will intervene, that is, those who have paid all their premiums
III-If a contract that is not in force is favored, the draw must be repeated immediately among those in the same series, until a contract is in effect.
IV-The subscribers of the contracts, favoured by lot, will cease to make the payment of premiums since the date of the same. When it is favored who has made advance payments, it shall be entitled to the full refund of the excess paid on the amount of the premiums that correspond to the date of the draw and to receive immediately the value of capitalization, except that the capitalisation plans contain better benefits. The beneficiary will always be entitled to the mathematical reserves.
Art. 1282.-If the holder does not wish to continue paying the premiums, he may demand the ransom value.
Within a period of not less than ninety days, the delinquent owner may rehabilitate his contract by paying the premiums due. Unless this period has elapsed without making such a payment, the contract shall cease to have its effects without the need for notification to the subscriber and without prejudice to the right to require the amount of the ransom, in accordance with the corresponding table of values. In this case the company will be obliged to put to the order of the subscriber the corresponding ransom value, sending it the respective notice; the failure of the company will be penalized with fine of the double of the value of rescue that it must have delivered, the one that will be imposed by the Superintendency of Banks and other Financial Institutions, without the right of the subscriber to claim what it corresponds to.
The value of the ransom will not exceed the mathematical reserves
companies of the companies of the companies of the Capitalization must return the premiums in case of death of the subscriber, unless the beneficiaries opt for the continuation of the contract.
Art. 1283.-Loans with collateral from the capital contracts themselves may not exceed the value of the corresponding terminal reserve.
Art. 1284.-The subscriber who is entitled to the ransom value and who does not pay his premiums at maturity, will enjoy an automatic loan for the cancellation of the same, under the contractual conditions for loans with guarantee of the contract, provided that it does not manifest its desire to obtain the ransom value or to convert its contract into a settled title and that, taking into account the amount of the previous loans, the value of the advance does not exceed the value of the terminal reserve corresponding.
Art. 1285.-Upon written request to accompany the contract, the subscriber may
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converting it into a settled title, without the right to participate in sweepstakes and without obligation to pay premiums.
The amount of the given title will be determined according to the guaranteed value table and the number of premiums paid.
Art. 1286.-The company is obliged to inform the holder, in writing and at any time at his request, of all matters relating to his contract. If the company refuses to provide the requested data, the subscriber may obtain it through the Superintendence of Banks and other Financial Institutions.
Art. The contract must fix the terms and conditions by which the subscriber may suspend the payment of the premiums, to resume after the period indicated, extending the duration of the contract for the duration of the contract. suspension.
Art. 1288.-It will be valid the stipulation to indicate beneficiary to whom the capital or the ransom values must be delivered.
In this case the name of the beneficiary will be entered in the contract and in the records of the company. The company will make the delivery to the subscribers or beneficiaries who present the title to their collection. The transmission or revocation duly notified to the institution, annuls the right of the beneficiaries.
The provisions concerning the revocable beneficiary of a life insurance contract, are applicable, in so far as they are not modified by this article, to the beneficiary of a capitalization contract.
Art. 1289.-The action to require capital covered by the capitalization contracts shall be prescribed in ten years from the date fixed for the payment or, in the case of a draw, in the same period of time since the last publication of the result of the draw in that the holder would have been favored. It will also prescribe in ten years, from the payment of the last satisfied premium, the action to demand the ransom value corresponding to the holder in case of contract resolution.
SECTION "B"
SAVINGS AND LOAN
Art. 1290.-By the savings and loan agreement, the issuing company promotes the savings of the public by means of securities or policies that contain the commitment of that entity, in exchange for single or periodic deliveries that make up the savings fund, to return such a fund and grant a loan to the saver, within a time limit laid down in the contract or the event of a periodic draw. The savings and loan fund together constitute the value of the savings and loan contract.
The savings and loan agreement is made in two periods; the period of savings or integration, during which the saving integrates the savings fund; and the repayment or loan period, during which the saver, converted into a borrower, amortizes the credit received.
Art. 1291.-The savings fund may not be less than twenty-five percent of the total value of the contract or greater than fifty percent of the contract.
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Art. 1292.-The term of the saving period shall not be more than twenty years and the savings fund returned to the subscriber at the maturity of the term shall not be less than the total of the savings quotas covered by it.
Art. 1293.-The value of the savings and loan contract must be invested by the savings-borrower in the purpose previously specified in the contract, which may consist of the acquisition of goods or the financing of services. It is lawful to point out in the contracts several purposes, among which the saving-borrower can choose one or more at the time of receiving the loan.
Art. 1294.-Savings and loan contracts must contain:
I-Name and address of the issuing company and its capital with an indication of the paid.
II-Value of the savings fund, form in which it must be integrated, including amount and dates payment of the instalments and the period of the corresponding period.
III-The amount of the credit to be granted at the expiration of the saving period; period, interest rate, form of payment and guarantee of such credit.
IV-Indication of whether the In the case of the same, the value of the same, the value of the prizes, amounts and date of payment of the drawing fees, periodicity, number of contracts that will participate and other relative conditions.
V-Conditions of expiry of the contract, effects of the arrears in the payment of the savings quotas and Contract rehabilitation conditions.
VI-Table of redemption values and indication of the fee from whose payment these securities are recognized.
VII-Value of the contract and purpose in which the contract is to be invested, determining sufficiently the things to be acquired or the services to be provided.
VIII- Conditions in which the saver can withdraw from the contract and withdraw its savings.
IX-Name of the beneficiary, for the case of death of the saver. It is applicable to the beneficiary, as provided for in Article 1288.
X-Authorized signature of the savings and loan company representative.
XI-Other requirements that determine the special laws and regulations that are dictated by the subject.
Art. 1295.-Savings and loan companies will only be able to retain in case of expiration or withdrawal, an amount not greater than six percent of the value of the contract.
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Art. 1296.-In the event of a lapse due to a lack of payment of quotas, there shall be no redemption of the title, the right to be rehabilitated within twelve months after the expiry, on a level playing field. If there is a right to rescue, the provisions of Article 1282 shall apply.
Art. 1297.-The subscriber who is entitled to the ransom value and who does not pay his or her premiums on maturity, will enjoy an automatic loan for the cancellation of the same, with collateral of his contract and the interest rate agreed for credit that shall be granted at the end of the saving period, provided that it does not express its wish to obtain the redemption value and that it is lower than that of the advance. The loan cannot exceed the value of the corresponding terminal reservation.
Art. 1298.-The subscriber, whose contract has remained in force for more than the time part of the savings period and who has paid the corresponding fees, shall have the right to terminate it at any time. In such a case, the undertaking shall be obliged to pay a ransom value which shall be calculated by deducting from the corresponding mathematical reserve the unamortised portion of the acquisition costs and, in addition, an amount which shall not exceed the end of the (i) a part of the period of 10% of the corresponding mathematical reserve; this deduction shall be gradually reduced to the end of the saving period, all without prejudice to Article 1295.
Art. 1299.-The request shall be extended in duplicate and shall contain in full the text of the contract and the undertaking's commitment to deliver it within the period specified.
The original shall be kept in the company's archives while the the contract is in force and must be signed by the applicant; if he does not know to sign, he will do so another to his request, stamping that his digital impressions. The duplicate will be held by the applicant and signed by the agent of the company receiving the request, duly authorized.
Art. 1300.-Savings and loan contracts may be combined with draws, provided that the following rules are observed:
I-The method of drawing will be optional for the savings and loan agreement, and the saver can be saved without drawing and pay only the savings fee or subscribe to it with draws and pay, accordingly, both the savings and the draw fee, which must be charged separately.
II-The periodicity of the draws and the number of contracts that participate in each one, must be known to the public and previously approved by the Superintendence of Banks and other Financial Institutions.
III-The prize of the draw may not in any case be greater than the value of the contract.
IV-The draws will be practiced with the intervention of a representative of the Superintendence of Banks and other Financial institutions and with all the formalities prescribed in the regulations concerning capitalization.
V-In the sweepstakes, only contracts whose expired quotas have been paid will intervene; if a contract which cannot participate in the draw, it must be repeated immediately until a current favored contract.
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Art. 1301.-The action to require the capital covered by the savings and loan contracts shall be prescribed in ten years from the date fixed for the payment or, in the case of draws, in the same period of time since the last publication of the result of the the draw in which the holder has been favoured. It will also prescribe in ten years, from the payment of the last satisfied premium, the action to demand the ransom value corresponding to the holder in case of contract resolution.
TITLE VIII
SAVINGS FOR ACQUISITION OF BIES
Art. 1302.-REPEALED. (16)
Art. 1303.-REPEALED. (7) (16)
Art. 1304.-REPEALED. (7) (16)
Art. 1305.-REPEALED. (7) (16)
Art. 1306.-REPEALED. (7) (16)
Art. 1307.-REPEALED. (16)
Art. 1308.-REPEALED. (16)
Art. 1309.-REPEALED. (7) (16)
Art. 1310.-REPEALED. (7) (16)
Art. 1311.-REPEALED. (16)
Art. 1312.-REPEALED. (16)
TITLE IX
TRANSPORT CONTRACT
CHAPTER I
GENERAL PROVISIONS
Art. 1313.-By the contract of transport, the carrier is obliged to move people or things from one place to another, in exchange for a price. This contract will be commercial when it is provided by companies dedicated to offering the public that service.
Art. 1314.-Transport companies have the following obligations that do not support a pact to the contrary:
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I-Not being able to refuse service delivery if applicants conform to the laws, regulations, rates and public announcements.
II-Apply rates equal to all users. The rates will be approved by the Executive Branch in the corresponding branch.
III-Carry out the transports in the order in which the respective contracts are concluded, unless they mediate very qualified or public interest reasons.
IV- Calculate the rates on the basis of proportionality, in such a way that the price for equal distance is not greater in equal terms. The company is obliged to combine the various tariffs, if the combination is more beneficial to the user than the application isolated from one of them.
V-Reply for accidents, breakdowns, damage or destruction that during transport suffer the persons and goods transported, whether or not covered by an insurance contract.
VI-Reply for damages caused by delay or breach of contract.
Users will have action to be compensated by the (i) the loss of the company's failure to comply with the obligations of the transport undertaking; obligations entered in this article.
CHAPTER II
TRANSPORT OF PEOPLE
Art. 1315.-The ticket or ticket that the company provides to the traveler must express the name of the traveler, the date of the trip, the term of validity, the points of departure and arrival and the price.
For the luggage, a a document identifying the carrier and expressing the number and weight of the packages, with any other information deemed necessary.
Art. 1316.-If the trip cannot be carried out, or will be delayed with excess, without fault of the porter, the traveler will be able to ask for the resolution of the contract.
Art. 1317.-In the combined transports, each carrier will respond to the limits of the route it takes.
However, damage from delay or travel interruptions will be determined by reason of the complete journey.
Art. 1318.-The porter shall pay for his/her account the costs of staying and moving the passengers who are obliged, due to deficiencies of the service, to make high or unanticipated deviations in their routes and schedules, even if this is without fault of the porter. You cannot agree to the provisions of this article.
CHAPTER III
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TRANSPORTATION OF GOODS
Art. 1319.-The carrier assumes the obligations and responsibilities arising from the translation of goods, even if it uses the services of its employees or third parties. Unless otherwise agreed, the carrier may stipulate with others the translation of the goods.
Art. 1320.-If the single transport document will indicate the successive intervention of several porters, all will respond jointly and severally to the execution of the contract, from the starting point until the arrival.
The carrier that I will pay voluntarily or judicially, for liabilities arising out of the contract, may repeat against the others, if it is not responsible for the claimed fact.
Art. 1321.-The relations of the porters to each other shall be governed by the following rules:
I-If it is found that the claimed fact occurred during the tour which corresponds to a carrier, it must pay in full; otherwise, the compensation will be prorated among the porters according to the routes to his office, with the exception of those who prove that in theirs it was not where the damage happened.
II-The successive porters will have the right to be registered in the transport document or in separate minutes, the state of affairs at the time of receipt.
III-La Lack of express statement against, makes the good state of affairs presume and its conformity with the declaration of the transport document.
Art. 1322.-The last carrier shall represent the others in order to collect the benefits derived from the contract, to exercise the right of retention and the privileges that correspond to them.
If you omit to carry out the necessary acts for the collection or for the exercise of those privileges shall be liable to the amounts due to the others, with the exception of the right to address the recipient or the charger, as agreed.
Art. 1323.-The loader or sender must indicate to the carrier the address of the consignee or the place of delivery, the number, packaging, weight and contents of the farts, the delivery time, the way to be followed and the price of the goods. objects, when they are of great value. You will need to provide you with the necessary documents for free transit and cargo passage.
The loader will bear all damages resulting from the lack or inaccuracy of the declarations and documents, and must indemnify the carrier of the damages caused by them.
Art. 1324.-The carrier shall be obliged to receive the goods delivered to him under the agreed conditions, time and place.
Art. 1325.-The Charger will take care that things are properly packaged and will be responsible for the damages arising from hidden defects of the packaging. The carrier will respond to damage arising from apparent packaging defects, if it accepted things without reservation.
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Art. 1326.-The charger must designate the effects with expression of its quality, but the carrier may demand the opening or recognition of the packages, in the act of its reception.
Art. 1327.-The contract of carriage may be resolved at the will of the loader, before or after the beginning of the journey. In the first case, it will pay the porter half and in the second, the entire port. The loader will receive the effects on the day the resolution is verified and where the goods are located.
If you do not comply with this obligation, or do not cover the cash amount, the contract will not be resolved.
If the Completion or continuation of the transport is impossible, or will be delayed excessively for causes not imputable to the porter, this will ask immediately the loader and will provide to the custody of the things.
If it is impossible to ask instructions to the loader, or if the received cannot be satisfied, the carrier may deposit the matters in the competent court or general warehouse of deposit, or if they may deteriorate quickly, may be sold judicially.
The carrier shall inform the loader, the warehouse or the sale without delay and shall be entitled to reimbursement of expenses.
If the transport has already begun, it will also be entitled to pay a portion of the price proportional to the travel space, unless the interruption of the transport is due to the total loss of the fortuitous.
Art. 1328.-The carrier must extend to the loader, in order for it to be made to the consignee, a transport document in which it will be expressed:
I-Name and address of the loader and the carrier.
II-Name of the consignee or indication
III-Specification of the goods, their weight and marks or external signs of the packages containing them.
IV-Price of the transport, rates applied and indication of the amounts charged or receivable.
V- Date and place of issue.
VI-Place and date of delivery of the goods to the carrier.
VII- The place and time the delivery of the effects will be made to the consignee.
VIII-Indication of the means of transport and routes.
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IX-Compensation to be paid by the carrier, in case of delay, if I measure a pact.
X-Signature of the carrier or its duly authorized representative.
The omission of any of these requirements does not invalidate the transport document.
Art. 1329.-The transport document shall be extended in duplicate. The original will be delivered to the loader and the duplicate, signed by the latter, will be held by the carrier.
This document may be extended to the order of the consignee or the bearer. In the first case, it may be "non-negotiable", if it is stated.
The legitimate holder of the transport card will be subrogated by that fact only, in the obligations and rights of the loader.
Art. 1330.-The instrument of proof of the contract between the loader and the porter will be the transport document, in which the questions that occur about its execution and compliance will be decided, without admitting more exceptions than those of falsehood and material error in their wording.
Art. 1331.-When the transport document and its duplicate are lost, the questions arising shall be decided by the evidence to be held by the parties concerned. Any circumstances omitted from the document can also be tested.
Art. 1332.-The carrier must use the agreed route. In the absence of a convention, you will use the shortest that the circumstances allow.
Art. 1333.-The charger may vary the consignment of the goods, while they are on the way, if the respective order is given to the carrier and I will deliver the consignment note issued in favour of the first consignee.
vary, within the agreed route, the place of delivery of the load, if it gives the carrier the respective order in due time, pays the entire stipulated freight and swaps the original transport card for another in which the new one must be indicated consignee, if any.
Art. 1334.-The carrier must put the goods transported at the disposal of the consignee, on the spot, within the period and with the modalities indicated in the contract, or, failing that, by the uses.
The load that the carrier cannot deliver within thirty days after the completion of the period in which it was due, shall be deemed to be lost.
If the delivery of the goods is not to be carried out at the address of the consignee, the carrier shall give immediate notice to him, placing them at your disposition.
Art. 1335.-The consignee must receive the goods without delay, provided that they meet the conditions indicated in the transport document. When part of the objects are broken, they should receive those that are not, if they are separated from the previous ones, they will not suffer any decrease in their value.
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Art. 1336.-The consignee shall also be obliged to open and acknowledge the packages at the time of their receipt, if the carrier so requests; but if the consignee refuses to comply with this obligation, the holder shall be free of liability which does not come from fraud or dolo.
Art. 1337.-The carrier may promote the deposit of the goods, before the judicial authority of the place where the delivery is to be effected, if it is not to the consignee or to the representative, or if he finds it will refuse to receive them, prior to the recognition by experts of the state of the goods.
Art. 1338.-The consignee shall return the transport document; but if he has lost it, he shall receive the goods delivered, which shall produce the same effects as the return of the consignment.
If the transport document is in the order or the carrier, a duplicate must be obtained with the requirements that are set for the cancellation and replacement of the securities securities.
The return of the transport document will cancel the obligations and actions arising out of the contract, except where in the same act shall be made in writing the claims that the parties wish to reserve.
Art. 1339.-The porter who will carry out the delivery of the goods without charging the freight (charges payable), or the value of the goods (shipments C.O.D.), or without demanding the deposit of the sums discussed, will be liable to the loader of the amount of the amounts due thereto and may not require the payment of the goods for transport, with the exception of the actions against the consignee.
Art. 1340.-The carrier shall be liable for any damage suffered by the transported effects, unless it proves that they were due to the proper vices of the goods, in the event of a fortuitous case or to the facts or instructions of the loader or the consignee.
Art. 1341.-The following are considered facts or instructions of the loader or the consignee:
I-That the goods are transported, at the written request of the loader, in vehicles discovered, provided that by the nature of those be transported in closed or covered vehicles.
II-That things are dispatched without packaging, or with a defective or improper nature. The lack or defect of the packaging shall be stated in the transport document.
III-For effects which by their nature, by heat or other natural cause, are exposed to total or partial loss or breakdown, particularly by break, oxidation, further deterioration or decrease. For the purposes of this ordinal the following rules shall be observed:
a) The carrier shall make a list of the goods to be considered subject to merma and shall determine the conditions under which it may receive them.
b) The carrier may be exempted from liability, even if the merma exceeds normal, in the case of goods loaded by the loader and unloaded by the consignee.
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c) In case of total loss, the carrier has no right to reduce its liability for merma.
IV.-The transport of explosives, flammable or corrosive substances and others of a dangerous nature.
V-That the goods are transported under the care of a person placed with that object by the loader, unless the fault is imputable to the carrier.
VI-When the loading and unloading of the goods are made by the charger and the consignee, provided that the vehicle has no external injury which may have caused the loss or damage. In this case you will have the following rights:
a) Sellar the vehicle with its own seal, or make it in its presence with those of the transport company.
b) Make the stamps broken in the presence of the person authorized to receive the load and an employee of the carrier. In the absence of the first, the breaking of the seals will be done in the presence of Notary, Judge or Mayor. The carrier shall have the right to request, before the stamps are broken, that a written record of the status of the stamps be extended to him.
c) When to comply with tax provisions the vehicle must be opened before reaching its destination, the tax employee will examine the stamps in advance and will take account of their status and number. After the operation marking the opening of the car, the same employee shall issue a document, stating the number and condition of the seals before opening the vehicle and the number of the new stamps. In this case, the carrier is not obliged to answer for the number of packages, nor for the weight of the goods that the transport document expresses, if it proves that the alterations occurred during the inspection.
Art. 1342.-When the loader declares effects which cause less than the actual boarding, the responsibility of the carrier shall be for the declared things. If you declare different effects and higher value effects on the actual shipped the carrier's responsibility will be for the things contained in the load.
Art. 1343.-The actions arising from the contract of carriage shall be prescribed in one year from the date on which they may be exercised.
During this period the carrier is obliged to retain the duplicates of the transport letters.
that the person's letter of bearing is authentic, when the duplicate held by the carrier is missing.
TITLE X
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INSURANCE CONTRACT
CHAPTER I
GENERAL PROVISIONS
SECTION "TO"
DEFINING AND CELEBRATING THE CONTRACT
Art. 1344.-By the insurance contract, the insurance undertaking is obliged, by means of a premium, to pay damages or to pay a sum of money when the eventuality provided for in the contract is verified.
Art. 1345. The provisions of this Title are imperative in favor of the insured, unless they expressly agree otherwise.
Art. 1346. Requests for the conclusion, extension, modification or re-establishment of a contract shall oblige the proposer for a period of 15 days, or thirty if necessary medical examination, if a shorter period for acceptance is not fixed.
Art. 1347. Applications for extension, modification or reestablishment of a contract made in registered letter with acknowledgement of receipt shall be deemed to have been accepted if the insurance undertaking does not reply within 15 days from the date of next to the receipt.
This precept is not applicable to requests to increase the sum secured and, in no case, to people's insurance.
Art. 1348.-The full text of the general conditions of the insurance contract must appear in the application that the person concerned directs to the company.
The applicant will not be bound by the company, if it does not comply with this provision. The signed application shall be the basis for the contract, which shall be refined if the undertaking informs it of its acceptance within the time limits laid down in Article 1346, or in the case referred to in Article 1347. Such a request must be kept in the company's files, while the contract is in effect.
Art. 1349.-The insurance may be contracted on its own account or on behalf of another, with the designation of the person of the insured third party or without. In case of doubt, the contractor will be presumed to be self-employed.
The insurance for the account of a third party will force the insurer, even if the ratification of that is after the accident.
Art. 1350.-The insurance contract is perfected by the insurer's written acceptance, without it being able to be subject to the payment of the initial premium, or to the delivery of the policy or an equivalent document.
Art. 1351.-The clause that empowers the insurer to terminate the contract is null.
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SECTION "B"
POLICE
Art. 1352.-The insurance contract, its additions and reforms, will be tested by means of the documents indicated in this Title or by confession of part.
Art. 1353.-The insurance company is required to deliver to the insurance contractor, a policy to contain:
I-Place and date on which it is issued.
II-Names and addresses of the contractors.
III-Designation of the person or of the insured thing.
IV-Nature of the guaranteed risks.
V-Time from which the risk and duration of the guarantee are guaranteed.
VI-Guarantee amount.
VII-The premium and its form of payment.
VIII-All clauses listed in the request.
IX-Representative autograph signature authorized by the insurance company.
Art. 1354.-The insurance company will be obliged to issue free of charge to the insured, certified copy of the application that originated the policy, signed in the same way as it is.
Art. 1355. The insurance undertaking shall also have the obligation to issue, at the request and at the cost of the insured, copy or duplicate of the policy, as well as the document referred to in the previous article.
Art. 1356.-The policies may be nominative, to order or to the bearer when goods are secured. When people are secured, they can only be nominated.
Art. 1357.-The insurance company may oppose the policy holder or any third party who invokes the benefit, all exceptions that may be applicable to the original subscriber, without prejudice to those against the claimant.
SECTION "C"
RISK
Art. 1358.-In order for a possible or uncertain event to be considered as insurable risk, it is required that its realization involves a patrimonial damage, in the form of emergent or profit damage
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Art. 1359.-The insurance contract shall be void if at the time of its conclusion the risk did not exist, because it has never existed, for having disappeared or for having made the claim. However, the effects of the contract may be made retroactive to the express agreement of the parties.
In case of retroactivity, the insurer who knows the absence of the risk shall not be entitled to the premium or to the reimbursement of expenses. The insured person who knows that circumstance shall lose the right to the refund of the premium and shall be obliged to pay the costs.
If the risk ceases to exist after the conclusion of the contract, ipso jure shall be settled and the premium shall be for the current year only, unless the effects of the insurance have to start at a later date than the date on which the contract is concluded and the risk is lost in the interval, in which case the undertaking may only require reimbursement of the costs.
Art. 1360.-The essential aggravation of the intended risk, allows the insurance undertaking to demand judicially that the contract is terminated.
If the contract includes several things or persons or will protect against various risks and aggravation (i) only to have effects in respect of some of them, the insurance will remain in force for the others, unless the insurer demonstrates that it would not have separately insured such risks, persons or things.
is terminated by an aggravation of the risk, has the right to have the insurer return the amount in which the (a) where the contract has been concluded only for the period in which it was actually in force.
In the event that the risk aggravation has been caused by the insured person, the insured person must pay the premium for the current year and corresponding expenses.
Art. 1361.-The insurance undertaking shall respond to all events presenting the character of the risk the consequences of which have been secured, unless the contract expressly and clearly excludes certain events.
SECTION D "
PRIMA
Art. 1362.-Unless otherwise agreed, the premium shall be payable at the time of the conclusion of the contract in respect of the first period of insurance, with each period the period for which the unit of the premium has been calculated.
Unless otherwise, the subsequent premiums will be payable at the beginning of each new period.
In case of no express agreement, the insurance period is one year.
Art. 1363.-The insured will have a month of grace for the payment of premiums, counted from
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the due date of the conventional or legal deadlines. As long as the grace period has not elapsed, the effects of the insurance shall not be suspended. After this period, the insured will have three more months to rehabilitate the insurance, paying the premiums due, but the effects of the contract will be suspended. At the end of the last term, the contract expires. If during the grace period, the insurer shall increase the risk, the insurer shall issue the right referred to in Article 1360.-
Art. 1364.-Unless otherwise stipulated, the agreed premium for the current period shall be due in full, even if the insurance company has not covered the risk but for a portion of that time.
Art. 1365.-If the premium has been fixed in respect of certain facts which aggravate the risk and these facts disappear or lose their importance in the course of the insurance, the insured person shall be entitled to require that in the subsequent periods reduce the premium according to the respective tariff and, if this is agreed, the return of the corresponding part for the current period.
In the case of false information, reticence and aggravation of the risk, it will be available in the Section "F", but the insured will lose the advance premiums, in cases of aggravated risk by dolo or
Art. 1366.-If, during the period of insurance, the general conditions for contracts of the same kind are modified, the insured person will have the right to be subject to new conditions; but if they are brought by the company as a result higher, the contractor will have to cover the corresponding equivalent, if you want to do the conversion.
SECTION "E"
COMPENSATION
Art. 1367.-The compensation shall be payable 30 days after the date on which the company has received the documents and information to enable it to know the basis of the claim.
The clause in which the compensation is agreed shall be void. may not be required but after it has been recognized by the insurer or checked in judgment.
Art. 1368.-The insurer shall not be able to compensate for the claim against the insured or the beneficiary, except for those from unpaid premiums or loans with a guarantee from the policy or the right to the value of the ransom.
SECTION "F"
INFORMATION
Art. 1369.-Who requests an insurance contract is obliged to declare in writing to the insurer, in accordance with the questionnaire submitted to him, all the facts which are important for the assessment of the risk, as it is known or must know when to formulate the respective request.
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Who contracts third party shall declare the facts relating to the risk, such as the know or need to know them.
Art. 1370.-The intent or gross fault in the statements referred to in the foregoing article gives the insurer action to request the termination of the contract within three months of the day on which it has known the inaccuracy or omission of the contract. guilty. The effects of the judgment are rolled back at the time of filing.
The insurer shall be entitled to the premiums corresponding to the current insurance period at the time it is aware of the dolo or fault and, in any case, the premiums agreed by the first year.
If the insurance is to be paid to several things or persons, the contract will be valid for those who do not refer to the statement of pain or guilty, unless the insurer proves that they would not have insured them. separately.
Art. 1371.-If the insured person has committed inaccuracy or omission, without him or his serious fault, he shall be obliged to inform the insurer, as soon as he warns this circumstance, under the penalty of being held responsible for him.
Given the corresponding notice by the insured, the compensation will be reduced in proportion to the difference between the agreed premium and the one that would have been charged if the true situation had been known, unless the parties agree to increase the premiums. If the risk is not insurable, the insurer will have action to terminate the contract.
Art. 1372.-In spite of the omission or inaccurate statement, the insurer may not terminate the contract in the following cases:
I-If the same causes the omission or inaccurate statement.
II-If you knew or should know the inexact fact declared or improperly omitted.
III-If you expressly waive the termination of the contract for such cause.
IV-If the omission is that the declarant does not answer one of the proposed questions and however the company celebrates the contract. This rule will not apply if the omitted data is answered with some other declaration and is either omitted or inaccurate.
Art. 1373.-The insured person must inform the insurer of the essential aggravations of the risk during the insurance course, within three days of the date of the insurance. If the policyholder omitted the notice, the compensation shall be reduced in proportion to the increased risk. If the risk aggravation becomes uninsurable, the insurer will have action to terminate the contract.
It will be assumed:
I-That the aggravation is essential, when it relates to an important fact for the appreciation of the risk, of such luck that the insurer would have contracted under different conditions if it had known an analogous situation.
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II-That the insured is aware of any aggravation that emanates from acts or omissions of its tenants, spouse, descendants, or any other person who, with the consent of the insured, is related to the object of the insurance.
Art. 1374.-As soon as the insured person or the beneficiary has knowledge of the claim, he must inform the insurer. The same obligation shall, when the insurer responds to damages to third parties, in respect of the claims filed by them, in which case the insurer may intervene in the judgment and oppose the exceptions that compete with the insured.
Except agreement or provision to the contrary, the notice must be given in writing and within five days. This time limit shall only be against those who have knowledge of the right constituted in their favour.
If the insured or the beneficiary does not comply with the obligation to notify the claim in the above terms, the insurer may reduce the provision due to the sum that has been imported if the notice has been given in due time.
Art. 1375.-The insurer shall have the right to demand from the insured or the beneficiary all information on the facts relating to the claim, in order to ascertain the circumstances and consequences thereof.
Art. 1376.-The insurer will be disengaged from its obligations:
I-If the notice of the claim is omitted in order to prevent the timely verification of its circumstances.
II-If in order to make you incur in error are concealed or declare inaccurately facts concerning the claim that they may exclude or restrict their obligations.
III-If, for the same purpose, the documentation concerning the claim is not referred to it.
Art. 1377.-In all cases where the address of the insurer's offices will be different from the one on the policy, it must inform the insured person of the new address. Unless otherwise stated, the notice of the claim may be valid, giving it to any insurer's office.
The requirements and communications that the insurer must make to the insured or its successors shall be valid if make the last address you know.
Art. 1378.-If the insurer does not comply with the obligation under which the previous article deals, it shall not be able to use the rights that the contract or law establishes in the event of a lack of notice or late notice.
SECTION "G"
RISK-RELATED OBLIGATIONS
Art. 1379.-The insurer shall not be obliged if the claim is caused by dolo or serious fault
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