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.
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