Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter X - Social Settlement Heritage - From Article 225 to Article 259

COLOMBIAN COMMERCIAL CODE

CHAPTER X 

Liquidation of corporate assets

Article 225 .- During the liquidation the shareholders' meeting or the assembly will meet on the dates indicated in the statutes for their regular sessions. Also, when summoned by the liquidators, the auditor or the Superintendency, in accordance with general rules.

Article 226 .- The liquidators will present at the regular meetings of the Assembly or members of the board of liquidation, with a reasoned report on its development, a balance sheet and a detailed inventory. These documents will be available to members during the term of the call.

Article 227 .- While no record is made and the appointment of liquidators, acting as such persons are registered in the commercial register of the registered office as representatives of society.

Article 228 .- The liquidation of corporate assets by a liquidator will be especially appointed under the statutes or the law.

Various liquidators may be appointed and each must appoint a deputy. These appointments will be recorded in the commercial register of the head office and branches, and only from the date of registration will be named the powers and duties of the liquidators.

When exhausted the means provided by law or contract for the appointment of a liquidator, this is done, any of the members may request the Superintendent of Companies to be named after her the liquidator concerned.

Article 229 .- Notwithstanding the preceding article in society by quotas or interest payment may be made directly by the partners themselves, if they so unanimously agreed. In this case everyone will have the powers and duties of the liquidators for all legal purposes.

Article 230 .- Anyone who manages assets of society and is appointed liquidator, may not exercise the office without prior approval of the accounts being managed by the assembly or the board of trustees. If within thirty days from the date appointed liquidator have not been approved the above accounts, we will proceed to appoint a new liquidator.

Article 231 .- Unless otherwise agreed, when two or more liquidators shall act jointly, and whether there are discrepancies between them, the shareholders' meeting or assembly shall decide by a vote of a majority of shares, parts or shares represented at the meeting concerned .

Article 232 .- People who come to act as liquidators shall inform creditors of the state social settlement in which society is once dissolved, by notice to be published in a newspaper circulating in the place of regularly established and shall be fixed in a visible place in offices and commercial establishments of society.

Article 233 .- In stock companies, the liquidators shall, within one month following the date on which the society is dissolved on partners and third parties, request the Superintendent of Corporations approved the inventory of assets.

If thou art liquidators unanimous, the Superintendent, subject to the relevant process, approve it.

If no agreement, the Superintendent shall specify the date on which the liquidators be submitted by the respective inventory, which will be neither within one month from the date of its signal, or three months thereafter, and shall order the tied cite partners and creditors of the company through an edict to be set for fifteen days at the secretariat and will be published in a newspaper circulating regularly in the place of registered office and the branches if any.

Article 234 .- The inventory will include, in addition to the detailed account of the various social activities, all obligations of the company, specifying the priority or lawful order of payment, including only one of which may eventually affect your estate, such as conditional the litigation, securities, guarantees, etc..

This inventory must be authorized by a practitioner, if the liquidator or any of them have no such quality, and introducing them personally to the Superintendent under oath that accurately reflects the assets of the dissolved company. From the presentation and the diligence of the oath shall be recorded in minutes signed by the Superintendent and his secretary.

Article 235 .- Inventory Submission, as provided in the preceding article, the Superintendent ordered to take common transfer partners and creditors of the company for a period of ten working days.

The transfer will take on the secretariat during the term of the five days, both partners and creditors may object by falsehood, inaccuracy or error occurs. The objections will be handled as incidents and, if successful, the Superintendent shall order the rectification of the case. But simple arithmetic errors can be corrected by the Superintendent, ex officio or on application at any time and without the processing indicated.

Article 236 .- Dealt with the objections and made the corrections that may be required, or after the deadline that can be proposed without such objections to those requests, the Superintendent approve the inventory and back order the proceedings to the liquidators to ensure that those measures were protocolicen the final account settlement.

Article 237 .- In societies in installments or portions of interest will not be compulsory intervention by the Superintendent in the inventory is to provide a basis for settlement, but if the inventory is as stated in previous articles, cease the responsibilities of the partners corporate transactions, if settlement is consistent with the inventory approved by the Superintendent and the requirements of the following articles of this Title.

Article 238 .- Without prejudice to the preceding articles, the liquidators shall:

1. A continuing and completing corporate transactions pending at the time of dissolution;

2. To require an account of his previous administrators, or anyone who has managed the interests of society, provided that such accounts have not been approved in accordance with the law or social contract;

3. To collect the receivables of the company assets, including those belonging to the capital subscribed and paid in full;

4. To obtain the return of social goods that are held by partners or third parties, as they become due delivery, as well as to restore the things that society is not proprietary;

5. To sell the company assets, regardless of these, except those who by reason of the social contract or explicit provision of the partners must be distributed in kind;

6. To carry and keep the books and correspondence of the society and ensure the integrity of their heritage;

7. A liquidate and terminate the accounts of third parties and partners as provided in the following articles and

8. At present accountability or states of the settlement when deemed appropriate or required by partners.

Article 239 .- When corporate assets are sufficient to pay the external and internal liabilities of the company, the liquidators will dispense with the payment of the subscribed capital uncovered, to compensate with appropriate partners to debtors in liquidation, to the extent of the sums due.

Article 240 .- Social goods for distribution in kind will also be sold by the liquidators when other corporate assets are insufficient to pay the external liabilities of the company, except that corporate creditors or some of them as debtors expressly agree to their recipients and exonerate society.

Article 241 .- You may not distribute any amount to the partners until it has canceled all the external liabilities of the company. But it may be distributed among the partners of corporate assets that exceed twice the inventory liability and be canceled when the distribution.

Article 242 .- The payment of social obligations will be observing the legal provisions on priority of claims.

For this and other legal purposes, the goods inventory determines the limits of responsibility of the liquidators as such, for partners and third parties, without prejudice to the following article.

Article 243 .- In the case of companies limited by shares or shares of interest and corporate assets are insufficient to meet the payment of external liabilities of the company, the liquidators must collect the missing partner, if their liability is unlimited, or the missing that fits within the limits of liability of members, otherwise.

For purposes of this article, the liquidators have enforcement action against partners and will suffice as enforceable affidavit of the liquidators. Members may, however, propose an exception adequacy of corporate assets or for failure to pay the liability these external company from the liquidators.

Article 244 .- Because of the dissolution can be paid without interest than those who have expressly agreed and for the sole purpose of winding-term all obligations against the company, including those whose term has been agreed on behalf of creditors.

Article 245 .- When conditional obligations and reserve will be held by the liquidators to meet those obligations if it should become due, which will be distributed among the partners otherwise. The same rule applies in case of obligations in question, while the respective trial ends.

In these cases, the liquidation shall not be suspended, but will continue as to other assets and liabilities. After the settlement was made without the obligation enforceable conditional or litigation, the reserve is deposited in a bank.

Article 246 .- When the dissolved company is obliged to pay pensions settlement and will pay them at their present value as the life expectancy of each beneficiary, in accordance with the usual tables for the insurance companies in the country, or contract with an insurance company regular payment of pension for as long as the risk is pending.

Article 247 .- Paid on external liabilities of the society, distributed the remaining corporate assets among the partners as stipulated in the contract or what they agree.

Distribution will be on record that express the names of the partners, the corresponding value of social interest and the amount of money or other property each by way of settlement.

Such minutes shall be recorded on a notice of the place of registered office, together with measures of social goods inventory and the prosecution in its case.

Paragraph .- When making awards of goods for sale which are required by law special formalities must be complied with them by the liquidators. If formality is the provision of a public document, simply write to rise to the relevant part of the minutes indicated.

Article 248 .- The distribution or allocation of the remaining corporate assets among the partners will be the time for all, if the reimbursement is stipulated preferential parts of interest, fees or actions for some of them, in which case the only available been left over after that repayment.

Made the settlement of which corresponds to each partner in the corporate assets, the liquidators will convene the meeting or the board of trustees, to approve the accounts of the liquidators and the minutes of the previous article. These decisions may be adopted by the affirmative vote of a majority of the members who attend, regardless of the value of the shares of interest, shares or shares representing the company.

If properly made the call, do not attend any partner, the liquidators will convene in the same way to a second meeting, for within ten days, if not attends any such meeting, shall be considered approved the accounts of the liquidators, the which may not be subsequently challenged.

Article 249 .- Approved the final account settlement, be provided to partners than their fair share and, if absent or numerous, the liquidators cited by notices to be published for at least three times at intervals of eight to ten days in a newspaper circulating in the place of domicile.

Citation made before and after ten days after the last publication, delivered to the joint liquidators welfare department of the place of registered office and in the absence of this in that place, the board work at the site nearest the assets that correspond to members who have not been submitted to receive them, who can only claim delivery within one year, after which the goods become the property of the charity for which the liquidator shall deliver the documents to transfer that may apply.

Article 250 .- By agreement of all partners may be dispensed to the settlement in the above terms and constitute the legal formalities, a new company to continue the social enterprise.

Article 251 .- The act provided for in the preceding Article shall be subject to relevant provisions on mergers and disposition of commercial establishments. Met such an act in this way, the new company will be replaced in all previous obligations with all its privileges and guarantees.

Article 252 .- In stock companies no action against the third party partners for social obligations. These actions can only be brought against the liquidators and only to the extent of corporate assets received by them.

In societies by quotas or shares of interest appropriate action against the partners because of their responsibility for corporate operations, shall be exercised against the liquidators, as representatives of partners, both during and after the consummation of settlement thereof, but these partners must also be mentioned at the respective trial.

Article 253 .- The provisions of paragraph one of the preceding article shall not prevent the liquidators may proceed against the associated sums or goods delivered before paying in full the external liabilities of the company.

Article 254 .- If the liquidators do not bring the action specified in the previous article, once required by the creditors and employees, they are subrogated action for recourse against the partners.

The same rule applies where the liquidators do not meet the requirements of Article 243.

Article 255 .- The liquidators shall be responsible to the partners and any third party for damages that were caused by rape or dereliction of duty.

Article 256 .- The actions associated with each other, because of society and of the liquidators against the partners, limitation of five years from the date of dissolution of society.

The actions of partners and third against the liquidators limitation of five years from the date of approval of the final account settlement.

Article 257 .- The above provisions shall for all sorts of people and not be interrupted, but legally, under the laws of procedure.

Article 258 .- Third parties may not challenge the settlement if it conforms to the inventory approved by the Superintendent of Corporations and the rules set forth in this Chapter.

Article 259 .- The provisions of this Part is without prejudice to that established in Article 294 and following for each class of society.