Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter I - General Provisions - From Article 98 to Article 109

COLOMBIAN COMMERCIAL CODE

SECOND BOOK

BUSINESS CORPORATIONS

TITLE I

PARTNERSHIP AGREEMENT

CHAPTER I

General Provisions

Article 98 .- By the contract of society two or more people forced to make a contribution in money, work or other significant assets in cash, to divide among themselves the profits earned in the business or social activity. The company, once legally constituted as a legal person distinct from the partners individually considered.

Article 99 .- The ability of the company shall be limited to the development of the business or activity under its object. Be understood to include the social order acts directly related to it and which are designed to exercise the rights or fulfill its obligations, legal or conventionally derived from the existence and activity of society.

Article 100 .- Modified. Act 222 of 1995, Article 1. Will be considered as commercial, for all legal purposes forming societies for the execution of acts or commercial companies. If the social enterprise business and acts include acts which do not have that capacity, the society will be commercial. Companies that do not include acts in its corporate business, will be civilians. However, whatever its purpose, commercial and civil societies will be subject to all intents and purposes, the commercial law.

Article 101 .- For the partnership agreement is valid for each of the partners will need your party has legal capacity and consent of essential error-free, force or fraud, and that the obligations undertaken with an object and a legitimate cause. Essential error means that mobile is about the determinants of the act or contract, common or known to the parties.

Article 102 .- Valid the partnership between parents and children or between spouses, although both are the only partners. The spouses, individually or jointly, can provide all kinds of goods to the society that formed among themselves or with others.

Article 103 .- Modified. Act 222 of 1995, Article 2. The partners may not be incapable of partnerships or limited partnerships managers. In other cases, may be members, provided they act through their representatives or with the authorization, as appropriate. For the supply of interests in land, it is sufficient compliance with the requirements of Article 111.

Article 104 .- The vices of the partnership agreement or the fault of the substantive requirements listed in Article 101 will only affect the contractual relationship or obligation of the partner who attend.

The relative incapacity and vices of consent will only produce relative nullity of the contract, the total disability and the illegality of the object or cause produce absolute nullity.

There will be unlawful object if the benefits to be compelling or business partners, or social activity, contrary to law or public order. There will be unlawful when the mobile induce the contract violate principles of law or public order are common or known to all partners.

Article 105 .- The invalidity of illegality of the object or the matter may be claimed as action or exception by any of the partners or anyone else with an interest in it.

The bona fide third parties can enforce their rights against the company without the partners they oppose the annulment is admissible.

In the case of nullity from unlawful object or partners may not request reimbursement of their contributions, and the assets transferred by them, and the benefits that can be applied, will be delivered to the departmental board of charities for the place where social or, failing that in that place, will be presented to the board that runs on the nearest location.

Partners and those acting as administrators and severally liable for unlimited external liabilities for damages caused. Also, be disqualified from the market by the end of ten years since the declaration of absolute nullity.

Article 106 .-The nullity from the illegality of the object or the cause can not be sanitized. However, when the illegality comes from a legal prohibition or the existence of a government monopoly, the abolition of the prohibition of monopoly or purge the contract void.

Article 107 .- A mistake of fact about the person of one of the partners vitiate consent when the contract is concluded in consideration of the person of the same, as the partnership on any of them, and the limited partnership for the managing partners or collective. The error on the kind of society vitiate consent only when it is different from the contract and understand the partner as a result of the error, assume a responsibility greater than he had intended to assume, as when understanding is part of a society Limited liability associated with a collective.

Article 108 .- The relative nullity of the partnership agreement, and from total disability, litter may be improved by ratification of the partners who fulfill the grounds for revocation or limitation of two years. The term of prescription shall begin from the date on which they stop or power failure, when these grounds, or from the date of the partnership agreement in other cases. However, previous causal produce nullity when they affect a number of partners to prevent the formation or existence of it. These may not be proposed as a nullity action or claim as an exception but for the people for which they exist, or their heirs.

Article 109 .- Judicially declared a nullity on the person for which ruled shall be excluded from society and therefore entitled to a refund of their contribution, without prejudice to third parties in good faith. If the court declared invalid affects on society, it will be dissolved and will proceed to its liquidation by the partners and in case of disagreement between them, the person appointed by the judge.