Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Title VI - Company - Chapter II - Shares in the Company - Section I - Issue of Shares - Article 377 Of The Art 383
COLOMBIAN COMMERCIAL CODE
CHAPTER II
The shares in the corporation
Section I
Issue of shares
Article 377 .- The shares may be nominative or bearer shares, but shall be registered until it is paid in full.
Failing
agreement, the judge of the registered office shall appoint the
representative of such actions at the request of any interested party.
The executor will represent ownership of property belonging to the shares illiquid succession.As
several executors shall designate a single representative, unless one
of them has been authorized by the judge to that effect.In
the absence of an executor, the representation will choose the person
who by majority vote successors recognized in the trial.
Article 379 .- Each share confers on its owner the following rights:
1. To participate in the deliberations of the general shareholders' meeting and vote on it;
2. On
receiving a proportionate share of the benefits established by year-end
balances, subject to the provisions of the law or the statutes;
3. The actions to negotiate freely, unless stipulated the right of preference in favor of the company or shareholders, or both;
4. The
inspected, free, books and roles within fifteen working days before the
general assembly meetings in which to examine the year-end balances,
and
5. The receipt of a share of corporate assets at the time of liquidation, after payment of the external liabilities of the society.
Article 380 .- enjoyment
may be created or industry actions to offset the contributions of
services, labor, know-how, trade secrets, technical assistance and, in
general, any obligation to do by the contributor.The titles
of these actions remain deposited in the social housing to be delivered
to the contributor, as they perform and, meanwhile, will not be
negotiable.
Holders of shares or industry will enjoy the following rights:
1. Assist with voice at meetings of the assembly;
2. Participate in the profits that are enacted, and
3. Upon
liquidation of the company, part of the accumulated reserves and
valuations produced during the time he was a shareholder in the manner
and conditions stipulated.
Article 381 .- The shares may be ordinary or preferred.The
first grant their holders the fundamental rights enshrined in Article
379, the latter also may grant the shareholders the following
privileges:
1. A preferential right to a refund in the event of liquidation to the extent of their par value;
2. A right to the profits they are intended, first, a certain quota, combined or not.The accumulation may not extend to a period exceeding five years, and
3. Any other prerogative of a purely economic.
Under
no circumstances may be granted privileges consisting of multiple
voting, or depriving them of their rights permanently to the owners of
common shares.
Article 382 .- In
order to issue preference shares following the act of incorporation
will require that the respective privileges are approved at the general
meeting by the affirmative vote of a plural number of shareholders
(representing at least seventy-five percent) * of the shares.
The
rules of placement of preference shares shall regulate the right of
first refusal on behalf of all shareholders, so that the concessionaire
in proportion to the number of shares each one owns the day of the
offer.This regulation shall be approved by the assembly with the required majority in this article.
* Modified.Act 222 of 1995, Section 68.
Article 383 .- Any
issue of shares may be revoked or modified by the general assembly
before they are placed or underwritten and subject to the requirements
prescribed by law or the statutes to be issued.
The
reduction or removal of privileges granted to a stock should be adopted
by the affirmative vote of shareholders (representing at least seventy
five percent) * of the outstanding shares, provided that such majority
includes the same proportion as the vote of holders such actions.
* Modified.Act 222 of 1995, Section 68.
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