Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter IV - Utility Companies - Article 157 to Article 149

COLOMBIAN COMMERCIAL CODE

CHAPTER IV

Social Utilities

Article 149 .- On social capital may be agreed only interest for the time needed for preparation of the company until the start of the exploitation of it.

Article 150 .- The social distribution of profits shall be in proportion to the paid portion of the nominal value of shares, or shares of interest of each partner, if the contract is not valid otherwise planned. The contract provisions that deprive them of any participation in profits among the partners are deemed to be unwritten, despite its acceptance by the partners concerned with them.

Paragraph .- In the absence of express provision of the contract, the only contribution of industry without estimating its value will be entitled to a share equivalent to the greater contribution of capital.

Article 151 .- May not be distributed any amount on account of profits if they are not justified by real balances and reliable. Amounts distributed in contravention of this article may not be repeated against partners in good faith, but are not distributable profits of subsequent years, until it is absorbed or replace distributed in such manner.

Nor profits can be distributed until the losses are flushed from previous years that affect the capital.

Paragraph .- For all legal purposes be deemed to affect the capital losses as a result of such equity is reduced below the amount of the capital.

Article 152 .- Repealed. Act 222 of 1995, Section 242.

Article 153 .- When the administration of the company business is borne by all partners, managers presented a breakdown of profit and loss account for each financial year.

Article 154 .- In addition to the reserves established by law or the statutes, members may make it necessary or desirable, provided they have a particular destination, which is approved as provided in the statutes or the law and have been justified to the Superintendency of Companies.

The destination of these reserves can only be varied by approval of the members as provided in the preceding paragraph.

Article 155 .- Modified. Act 222 of 1995, Section 240. Majority for distribution of profits. Unless the statutes set a higher decision-making majority, the distribution of profits will approve the assembly or meeting of shareholders by the affirmative vote of a plural number of shareholders representing at least 78% of the shares, or parts interests represented at the meeting.

When the majority is not obtained under the preceding paragraph shall be distributed at least 50% of net income or the balance thereof, if he is to stem losses from previous years.

Article 156 .- Amounts due to the associated concept of utility is part of the external liabilities of the company and may be challenged in court. They shall be enforceable balance and authentic copy of the minutes stating the agreements validly adopted by the assembly or board members.

The profits are distributed shall be paid in cash within one year from the date of the decree, and will be offset against amounts due to be members of society.

Article 157 .- Repealed. Act 222 of 1995, Art 43.