Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter XI - Matrices, Subordinated and Branches - The Art Of Art 260 265

COLOMBIAN COMMERCIAL CODE

CHAPTER XI

Matrices, and subordinate branches

Article 260 .- Modified. Act 222 of 1995, Art 26. Subordination. A society is subordinate to or controlled when their power of decision is subject to the will of another or others to be their parent or controlling, either directly, in which case it will be called subsidiary or the competition or through the subordinate matrix, in which case they are called subsidiary.

261 .- Modified. Act 222 of 1995, Art 27. Presumptions of subordination. Society will be subject when in one or more of the following cases:

1. When more than fifty percent (50%) of the capital belongs to the matrix, directly or through or with the assistance of his subordinates or the subordinates of these. To this end, actions will not be counted with preferential dividend and no voting rights.

2. When the matrix and the subordinate jointly or individually have the right to cast the votes constituting the majority in determining minimum board members or assembly, or have the number of votes needed to elect a majority of board members, if any.

3. When the array, directly or through or with the assistance of the subordinate, because of an act or business with the controlled company and with partners, to exercise dominant influence over the decisions of administrative organs of society.

Paragraph 1. There will also be subordinated to all legal purposes, when the control under the circumstances provided in this Article, be exercised by one or more natural or legal persons of a non-corporate, either directly or through or with the participation of entities in which they own more than fifty percent (50%) of capital or set the minimum majority for decisions or exercise dominant influence over the direction or decision of the entity.

Paragraph 2. Likewise, a society is considered subordinate when the control is exercised by another company, through or with the assistance of one or more of the entities mentioned in the previous paragraph.

Article 262 .- Modified. Act 222 of 1995, Section 32. Prohibition subordinate companies. The subordinate companies may not have any title, interest parties, quotas or shares in the direct or control. Ineffective business will be concluded, contrary to the provisions of this article.

Article 263 .- Branches are open commerce facilities by a company, inside or outside your home for the development of corporate business or part of them, managed by agents with powers to represent the company.

When the statutes do not determine the powers of the directors of branches, they should be given power by deed or legally recognized document, which will feed into the commercial register. In the absence of such power shall be presumed to have the same powers of the directors of the principal.

Article 264 .- Agencies of a society of their business establishments whose managers lack the power to represent it.

Article 265 .- Modified. Act 222 of 1995, Art 31. Testing operations subordinate companies. The respective bodies of inspection, supervision or control, they will experience the reality of the transactions entered into between a company and its related. If verifying the unreality of such operations or held under conditions considerably different from the normal market against the State, partners or third parties, impose fines and if necessary, order the suspension of such operations. The foregoing is without prejudice to the actions of members and others that may be required for obtaining compensation.