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 Repealed.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.
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