Colombian Commercial Code - Decree 410 of 1971 - First Book - Of Merchants and Trade Affairs - Title III - Registry - From Article 26 to Article 47

COLOMBIAN COMMERCIAL CODE

TITLE III

THE REGISTER

26 .- The commercial register shall be to bring the registration of traders and commercial establishments, as well as the registration of all deeds, books and documents on which the law exigiere that formality.

The commercial register is public. Any person may examine the books and records as may be taken, take notes or acts of their seats and get copies of them.

27 .- The commercial register shall be kept by chambers of commerce, but the Superintendency of Industry and Commerce shall determine the necessary books to meet that end, the way to registration and give instructions that tend to the improvement of the institution.

28 .- Must be registered in the Commercial Register:

1. Persons holding professional trade and its auxiliary, such as commission agents, brokers, representatives of national or foreign firms, who will do so within one month of the date they start work;

2. The marriage and the liquidation of conjugal societies, where a husband and wife or one of them is a merchant;

3. The injunction issued against merchants in the measures to be imposed on such a ban to do business, (the precautionary agreements and held within the bankruptcy proceeding, the bankruptcy trustee and the appointment and removal thereof; ) * the possession of public offices which disqualify the course of trade, and in general, disability or disabilities under the law to be a merchant;

4. Authorisations according to law, are granted to minors to engage in commerce, and the revocation thereof;

5. Any act by which they should do so, amend or withdraw the partial or general management of assets or business of the merchant:

6. The opening of commercial establishments and branches, and acts to alter or affect the ownership of them or their administration;

7. The books of account, the registration of shareholders, minutes of meetings and meetings of partners, as well as the boards of commercial companies;

8. Embargoes and related civil rights claims are subject to mutation commercial register;

9. The constitution, bylaws amendments or additions and liquidation of commercial companies, and the appointment of legal representatives and liquidators, and removal. Companies supervised by the Superintendence of Companies must also meet the formality of registration, the requirements of the laws that govern such surveillance, and

10. Other acts and documents whose company registration mandated by law.

* Modified. Act 222 of 1995.

29 .- The commercial register will be subject to the following rules, subject to the special law establishing or decrees:

1. The acts, contracts and documents will be placed on the chamber of commerce with jurisdiction in the place where they were entered or executed, if we were to take place outside of such jurisdiction, be recorded on the camera also for the place of execution or performance;

2. The registration of traders and entries not provided for in the preceding paragraph shall be in the chamber of commerce with jurisdiction over the domicile of the person concerned or affected with them;

3. Registration will be in separate books by subject in the form of extract that gives reason for the substance of the act, document or event that you enroll, unless the law or require the inclusion of interested full text, and

4. A registration may be requested at any time, if the law does not set a special term for it, but the acts and documents subject to registration not become effective against third but from the date of registration.

30 .- A registration shall be evidenced by a certificate issued by the respective chamber of commerce or by judicial inspection in the commercial register.

31 .- The registration application shall be submitted within one month of the date the individual began to engage in commerce or in the branch or business establishment was open.

In the case of companies, the request for registration shall be made by the legal representative within one month following the date of the deed of constitution or of the operating permit, as appropriate, and shall accompany such documents.

The same period prescribed in the first paragraph of this Article shall apply to condominiums or companies or irregular in this case must enroll all community members or partners.

32 .- The request for registration shall indicate:

1. The merchant's name, identity, nationality, activity or business that engages, address, address, place or places where it develops its business on an ongoing basis its liquid assets, details of real estate owned, amount of investment commercial activity, name of the person authorized to manage the business and its powers, credit institutions which had entered into transactions and references from two registered dealers and

2. Being a commercial establishment, your name address and principal activity that is dedicated and the name and address of the owner and the factor, if any, and if the premises it occupies himself or others. It is presumed owner of the establishment as well who appears in the record.

33 .- The registration will be renewed annually, within three months of each year. The registrant shall inform the chamber of commerce for the loss of her as a trader, as any change of address and other mutations related to its business, in order to take note of this in the appropriate register. The same shall apply in respect of branch offices, commercial establishments and other acts and documents subject to registration.

34 .- The record of incorporation of companies, their additions and alterations will be as follows:

1. A certified copy of the respective deed filed at the Chamber of Commerce of primary residence;

2. In a special book to be recorded, stating the delivery of the copies referred to in the preceding paragraph, specifying the name, class, domicile of the company, number of writing, the date and notice of award, and

3. The same procedure was adopted for recording the minutes stating the appointment of legal representatives, liquidators and their alternates.

35 .- Chambers of commerce shall not register a merchant or business establishment with the same name as one already registered, while it is not canceled by order of competent authority or who has received application for registration.

In cases of homonymy of individuals may be provided with registration using a distinctive name to avoid confusion.

36 .- The cameras may require the merchant to request enrollment stating summarily indicated in the application data to items of marital status, certificates of banks, authorized public accountants balances, certificates of other chambers of commerce or any other reliable means.

37 .- The person carrying out professionally trade without being registered in the commercial register will incur a fine (up to ten thousand pesos) *, be imposed by the Superintendency of Industry and Trade, without prejudice to other legal sanctions. The same penalty applies when the registration or enrollment skip a commercial establishment.

* Modified. Decree 2153 of 1992.

11 .- Special functions of the Deputy Superintendent for the promotion of competition:

... 5. Require persons professionally engaged in trade without being registered in the commercial register, fines up to the equivalent of seventeen (17) legal minimum monthly wage in effect at the time of imposition of the sanction.

38 .- The false data to be delivered to the commercial register shall be punished under the Penal Code. The respective chamber of commerce will be required to make complaint to the judge.

39 .- The registration of trade books will be as follows:

1. The book will be signed by the secretary of the Chamber of Commerce a certificate has been recorded, with date and page of the corresponding record of the person to whom it belongs, the use to which it is intended and the number of functional leaves , which will be initialed by such officer, and

2. In a book for that purpose shall be recorded under the signature of the secretary, the fact of registration and the data referred to in the preceding paragraph.

40 .- Any documents subject to registration, not authentic by its very nature or recognized by the parties, should be presented personally by giving the secretary of the respective chamber.

41 .- The judicial and administrative orders to be recorded shall be submitted in a certified copy to be filed in the respective file. Delivery of such copies shall be recorded in a special book, which contain the title of the officer who issued the ruling, order, class, and date it.

Article 42 .- Documents subject to registration and intended to be returned to the person concerned shall be entered by copying your text in the respective books or photocopies or any other method that ensures a legible preservation and reproduction.

Article 43 .- Each trader, branch or business establishment registration, you open a file in which it is filed, in chronological order, copies of the documents recorded.

Commercial log files may be kept by any appropriate technical means to ensure their accurate reproduction, provided that the president and secretary of the respective chamber certify the accuracy of the reproduction.

44 .- In case of loss or destruction of a recorded document may be replaced with a certificate of the Chamber of Commerce where it has been recorded in which to insert the text is preserved. The document supplied and will have the same evidential value as the original terms or facts stated in the certificate.

The provisions of this Article shall not apply to books recorded.

Article 45 .- Each registration or certification will cause the salary fixed by law.

Article 46 .- The acts and documents registered under the legislation to come into force by this Code, will retain the value they have in accordance with the law, but as to the effects it has under the registration or the failure thereof, the provisions of this Code.

47 .- The provisions of this Chapter shall apply only to commercial register, subject to the registration required by special laws.