Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Title VI - Company - Chapter II - Shares in the Company - Section II - Subscription of Shares - Article 384 Of The Art 397
COLOMBIAN COMMERCIAL CODE
Section II
Subscription of shares
Article 384 .-
The subscription of shares is a contract whereby a person agrees to pay
a contribution to society in accordance with relevant regulations and
submit to their statutes. In turn, the company agrees to recognize the
quality of shareholder and give the corresponding title.
The subscription agreement may not agree on any provision that an outflow of capital subscribed or paid.
With
the exception of preference shares and enjoy the absence of express
statutory provision, the board shall adopt rules of procedure of
subscription.
Article 386 .- The share subscription rules contain:
1. The number of shares offered, which may not be less than those issued;
2. The proportion and how they can subscribe;
3. The deadline for the offer of not less than fifteen days nor more than three months;
4. The price to be offered, no less than the nominal, and
5. The deadlines for payment of the shares.
Article 387 .-
When the regulations provide for the cancellation fees, when the
subscription will cover, at least one third of the value of each share
subscribed. The deadline for full payment of outstanding fees shall not
exceed one year from the date of subscription.
Article 388 .-
Shareholders will be entitled to subscribe preferentially in any new
issue of shares, an amount proportional to their holdings at the time of
the adoption of the regulation. In this state the deadline for signing,
not less than fifteen days from the date of the offer.
Rules
Approved by the Superintendent, within fifteen days, the legal
representative of the company will offer shares by means of
communication under the statutes for the convening of the regular
meeting.
By
statutory or voluntary provision of the assembly may decide that the
shares are placed subject to law of preference, but this option will not
be used without the Superintendence has demonstrated compliance of the
regulations.
Article 389 .-
The right to subscribe for shares will be negotiable only from the date
of the notice of offer. It is sufficient that the owner indicate in
writing to the company the name of the transferee.
Article 390 .-
For the placement of shares the company must obtain prior authorization
from the Superintendency of Companies, by application accompanied by
the relevant regulations, under penalty of inefficiency.
Subscribers
will be able to clean up the act of signing by express or tacit
ratification, after obtaining the authorization referred to in the
preceding paragraph.
Despite
the ratification, the placement of shares without authorization from
the Superintendency of Companies, will incur the directors of the
company a fine of up to (fifty thousand pesos) *.
* Modified. Act 222 of 1995.
Article 86 .- Other functions. In addition, the Superintendency of Corporations shall have the following functions:
...
3. Sanctions or fines, successive or not, up to two hundred
minimum monthly wages, whatever the case, those who breach their orders,
law or statute.
Article 391 .- Repealed. Decree 2155 of 1992.
Article 392 .-
Upon expiration of the offer to subscribe, the manager and auditor
provided immediately to the Superintendent the number of shares
subscribed, payments made on account of them, the rising figure in the
subscribed capital, shares outstanding and deadlines to meet them.
Article 393 .- Repealed. Law 32 of 1979.
Article 394 .-
The subscription of shares, once obtained permission for its placement,
is not subject to special formalities and may be proved by any
evidence.
Article 395 .-
The directors of the company and its statutory auditors shall be
punished under the Penal Code for falsification of documents private,
when to trigger the subscription of shares are disclosed as shareholders
or directors of the company to people who do not have such qualities or
knowingly publish serious inaccuracies in the annexes to the relevant
leaflets.
The
same penalty will be imposed on accountants authorizing balances that
suffer from the uncertainties indicated in the preceding paragraph.
Section 396 .-
The corporation may acquire its own shares, except by decision of the
assembly with vote of (no less than seventy percent) * of the shares.
To
perform this operation used funds taken from net profits, requiring
further that such shares are fully released. While these actions belong
to the company, will suspend the rights attached to them.
The sale of shares repurchased will be made in the manner prescribed for the placement of shares in reserve.
* Modified. Act 222 of 1995, Section 68.
Article 397 .-
When a shareholder is in arrears to pay the fees of its subscription,
you can not exercise the rights attached to them. To this effect, the
company recorded payments and outstanding balances.
If
society hath obligations due by the shareholders in respect of shares
of the outstanding shares, will go to election board, the legal
collection or to sell your own risk of default and through a broker, the
shares been signed or attributed amounts received to release the number
of shares corresponding to the fees paid, minus a twenty percent as
compensation for damages, which are presumed to be caused.
The actions that the company remove the defaulting shareholder place them immediately.
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