Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Title IV - limited partnerships - Chapter II - Limited Partnership by Shares - The Art Of Art 343 352

COLOMBIAN COMMERCIAL CODE

CHAPTER III

Company limited by shares

Article 343 .- The constitutive act of the society need not be limited partners involved, but the writing always state the name, address and nationality of the subscribers, the number of shares subscribed, their nominal value and the share paid.

The limited by shares can not be established or operated with less than five shareholders.

Article 344 .- The capital of the company

limited by shares will be represented in securities of equal value. While the shares have not been fully paid will necessarily be registered.

The contribution of industry partners, managers do not form part of social capital. Such members may subscribe shares of capital without losing the quality of buses.

Article 345 .- By becoming the company must sign at least fifty percent of the shares to divide the authorized capital and paid even a third of the value of each share subscribed. In subsequent subscriptions, observe the same rule. The deadline for payment of outstanding installments not exceeding one year from the date of the subscription.

Article 346 .- Prohíbese state the authorized capital without mentioning the subscribed and paid, and express no indication of the subscribed capital paid.

Article 347 .- The issue, placement, issuance of securities and trading of the shares will be subject to the provisions for corporations, except for authorization of the Superintendent, when society is not monitored.

Article 348 .- Incompatibilities and prohibitions provided for managers of corporations shall apply to the general partners with respect to the trading of shares, proxy and voting at the meeting.

Article 349 .- At the meetings will follow the rules established for corporations. The statutory amendments should be approved, unless otherwise agreed, by unanimous vote of the general partners, and by majority votes of the shares of limited partners.

Article 350 .- The company limited by shares will create a legal reserve amounting to at least fifty percent of the subscribed capital, formed with ten percent of net income each year. When this reaches the limit or under the statutes, if he is, society has no obligation to continue to increase, but decreases again to appropriate the same ten percent of such profits until the reserve equals the amount set again.

Article 351 .- The limited by shares shall be dissolved, too, when losses occur which reduce the net worth less than fifty percent of the subscribed capital.

Article 352 .- In matters not covered by this Title shall apply in respect of the managing partners, the rules of the partnership, and for limited partners, those of the anonymous.