Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter IX - Dissolution of the Company - From Article 218 to Article 224

COLOMBIAN COMMERCIAL CODE

CHAPTER IX

Dissolution of society

Article 218 .- The trading company is dissolved:

1. Expiration of the time period provided for in the contract, if it is not validly extended before it expires;

2. For failure to develop social enterprise, the termination thereof or the extinction of the thing or things whose exploitation is its object;

3. By reducing the number of partners required to under the law for their training or performance, or rise that exceeds the ceiling set in the law;

4. Repealed. Act 222 of 1995, Section 151, Number 3. 3.

5. On the grounds that expressly and clearly stipulated in the contract;

6. By decision of members, adopted under the laws and the social contract;

7. By decision of competent authority in the cases expressly provided by law, and

8. For other reasons established by law, in relation to all or some of the types of companies regulated by this Code.

Article 219 .- In the case provided the first ordinal of the preceding article, the dissolution of the company will occur between partners and for third parties from the date of expiry of the term of its duration, without special formalities.

The dissolution decision from partners will be subject to rules designed to reform the social contract.

When the solution comes from the (bankruptcy) * or decision of competent authority shall record the corresponding copy of providence, in the manner and with the effects provided for reform of the social contract. The dissolution will occur between partners from the date specified in that Order, but no effect against third but from the date of registration.

* Open compulsory liquidation proceedings.

Article 220 .- When the solution comes from causes other than those mentioned in the previous article, the partners must declare the company dissolved by respective causal occurrence and shall comply with the formalities required for the reforms of social control.

However, partners may avoid the dissolution of the company adopting the modifications as appropriate in accordance with causal occurred and observing the rules prescribed for the reforms of the contract, provided the agreement is formalized within six months of the occurrence of causation.

Article 221 .- In societies under surveillance, the Superintendency of Corporations may, either ex officio or upon request, the dissolution of the company when any of the grounds set forth in clauses 2nd., 3rd., 5th. and 8. Article 218, if the partners do not timely.

In societies not under the supervision of the Superintendence of Companies, the differences between the partners on the occurrence of an event of dissolution shall be decided by the judge's head office is to request, if not stated the arbitration clause.

Article 222 .- Society is dissolved immediately proceed to liquidation. Consequently, you can not start new operations in developing its purpose and maintain its legal capacity only for the acts necessary for the immediate liquidation. Any transaction or act outside this purpose, unless expressly authorized by law, will be held accountable to society, partners and third parties without limitation and solidarity, the liquidator, and the auditor who has not opposed.

The name of the dissolved company always must be added the words "in liquidation". Those responsible for conducting liable for damages arising from this omission.

Article 223 .- Dissolution of the society, the determinations of the board of trustees or of the assembly should be directly related to the settlement. Such decisions are taken by absolute majority of votes present, unless the statutes or the law expressly provides otherwise.

Article 224 .- When society is in a state of cessation of payments, the administrators shall refrain from initiating new operations and convene immediately to inform partners and complete documentary of the situation, otherwise jointly liable for the damages caused to the partners or third parties for violation of this provision.

Members may take measures to prevent the (Bankruptcy) * or to obtain the revocation of it.

* Open compulsory liquidation proceedings.