Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter II - Establishment and Evidence of the Commercial Society - From Article 110 to Article 121

COLOMBIAN COMMERCIAL CODE

CHAPTER II

Constitution and testing of commercial society

Article 110 .- Commercial society is constituted by public deed in which state:

1. The name and address of people acting as grantors. The name of natural persons should indicate their nationality and legal identification documents, with the name of legal entities, law, decree or writing which derives its existence;

2. The class or kind of society that is constituted and the name of it, made as provided in relation to each of the types of companies regulated by this Code;

3. The domicile of the society and the various branches established in the act of incorporation;

4. The purpose, ie the company or business of the corporation, making a clear and complete statement of the main activities. Be ineffective stipulation under which the social order be extended to activities listed as undetermined or not having a direct relationship with the former;

5. Social capital, the part of the undersigned and paid by each partner in the act of incorporation. In joint stock companies should be expressed also the capital subscribed and paid, the kind and value of the shares representing the capital, the form and terms to be canceled due fees, which period may not exceed one year;

6. How to manage social business, indicating the functions and powers of managers, and to reserve the associated meetings and meetings of partners, according to the legal regulation of each type of society;

7. The time and manner of calling and constitute the assembly or the board members in regular or special sessions, and how to discuss and make agreements on matters within its jurisdiction;

8. The dates must be inventories and balance sheets, and how they allocate benefits or profits of each fiscal year, indicating the reservations to be made;

9. The precise duration of the society and the causes of early dissolution thereof;

10. The way to settlement, after the dissolution of the company with an indication of the goods are to be refunded or distributed in kind, or the conditions under which the absence of such an indication may be distributed in kind;

11. If differences occur between the partners themselves or to society, to mark the social contract, must submit to arbitral decision or conciliators and, if so, how to make the appointment of arbitrators or conciliators,

12. The name and address of the person or persons who legally represent the company, specifying their powers and duties, when this function is not appropriate, by law or by contract, all or any of the partners;

13. The powers and duties of the auditor, when the position is specified in the law or the statutes, and

14. Other covenants that, being compatible with the nature of each type of society, stipulated partners to regulate relations gives rise to the contract.

Article 111 .- A copy of the charter shall be entered in the commercial register of the chamber of commerce with jurisdiction in the place where the company set its primary address. If you open other branches or fixed addresses, the deed must be recorded also in the chambers corresponding to the locations of these branches, if not in the same district camera principal residence.

When making contributions of property or property rights pertaining to that class of goods, or to establish liens or limitations on, the charter must be registered in the manner and place prescribed in the Civil Code for acts related to real estate .

Article 112 .-While the charter is not registered in the chamber for the primary residence of the company, the contract will be unenforceable to any third party, although it has accomplished the delivery of the contributions of partners.

Article 113 .- If the charter is missing any of the provisions referred to in Article 110, or incompletely expressed or disagree with the legal system of the respective type of society, may be granted additional writings by the same partners, before make an appropriate entry. Such writings shall be incorporated in the act of incorporation.

Article 114 .- When writing in the same office will not be determined by the powers of the directors of branches, power should be given a deed to be recorded in the chamber of commerce sites for branches. In the absence of such power means that these managers are empowered, as the principal administrators to bind the company in development of all company business.

Article 115 .- Done in due form to register the charter, the contract may not be contested, but by defects or vices of substance, as provided in articles 104 and following of this Code.

Article 116 .- The company may not engage in activities in social enterprise development is done without the commercial register of the articles of incorporation and when contributions of civil property, or without having obtained the operating license from the Superintendence of Corporations, in the case of companies required by law to exercise his license before its object.

Paragraph .- Administrators who perform acts devices have been filled without the requirements of this article, jointly and severally liable to partners and third parties for the transactions entered into or executed on behalf of society, without prejudice to other legal sanctions.

Article 117 .- The existence of the company and the contract clauses will be tested with certification for chamber of commerce's primary residence, which contain the number, date and notice of the deed of constitution and reform the contract, if any, the certificate in addition specify the date and number of providence by which he was awarded the operating license and in any case, the evidence that the company is not dissolved.

To test the performance of a company sufficient certification of the respective House, with the name of the representatives of the powers conferred on each of the contract and the agreed limitations to these powers, if any.

Article 118 .- Against the company and third parties will not be accepted test of any kind against the tenor of the deed subject to Articles 110 and 113, or to justify the existence of agreements not expressed in it.

Article 119 .- The promise of partnership agreement must be in writing, with the clauses to be expressed in the contract, as provided in Article 110, stating the terms and conditions established by the date on which society has become. The condition shall be considered failed if I tarry over two years to complete.

The promisor unlimited joint and several liability of the transactions entered into or executed in furtherance of the affairs of the corporation promised before his constitution, whatever the legal form that is agreed to it.

Article 120 .- Validly constituted societies, rights and obligations acquired by such corporations under the rule of law, shall continue under the rule of law back, but the social relations administration under the contract, both among partners as to third shall be subject to the new law.

Article 121 .- Repealed. Act 222 of 1995, Section 242.