Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter VI - Conversion and Merger of Corporations - Section II - Fusion - From Article 172 to Article 180

COLOMBIAN COMMERCIAL CODE

Section II

Fusion

Article 172 .- Will merge when one or more companies are wound up without liquidation, to be absorbed by another or to create a new one.

The absorbing or new company will acquire the rights and obligations of the dissolved company or companies to formalize the merger agreement.

Article 173 .- Boards approved partners or assemblies with a quorum under its statutes to the merger or, failing that, to the early dissolution, the relevant commitment, which should contain:

1. The reasons for the proposed merger and the conditions to be held;

2. The facts and figures, taken from the books of the companies involved, who have served as a basis for establishing the conditions under which fusion takes place;

3. Discrimination and valuation of assets and liabilities of the companies will be absorbed, and absorbing;

4. An appendix explaining the evaluation methods used and exchange parts of interest, fees or actions that involve the operation and

5. Certified copies of balance sheets of the companies involved.

Art 174.- Legal representatives of the companies involved will be released to the public approval of the commitment, by notice published in a newspaper of national circulation. Such notice shall contain:

1. The names of the participating companies, their addresses and social capital or the subscribed and paid, if any;

2. The value of the assets and liabilities of the companies will be absorbed and the absorbing and

3. The synthesis of attachment explaining the evaluation methods used and exchange parts of interest, fees or actions involved in the operation, certified by the auditor, if any, or, alternatively, by a public accountant.

Article 175 .- Within thirty days following the publication date of the merger agreement, the creditors of the acquired company may require satisfactory and sufficient guarantees for the payment of their claims. The request will be processed by the verbal procedure prescribed in the Code of Civil Procedure. If the request is appropriate, the judge suspended the merger agreement with respect to the debtor company, until adequate security is provided or canceled credit.

Once the term indicated in the above article without request guarantees, or granted them, if necessary, the obligations of the merged companies, with their warranties, survive only in respect of the acquiring company.

Article 176 .- Repealed. Act 222 of 1995, Art 12.

Article 177 .- Meet the requirements specified in the preceding articles, may be executed the merger agreement. The script is inserted:

1. Permission for the merger in the cases required by the rules on restrictive business practices;

2. In the case of surveillance societies, the formal approval of the valuation of goods in kind has to receive the absorbing or new company;

3. Copies of the minutes showing the approval of the agreement;

4. If applicable, the permission of the Superintendent to place the shares or determine membership fees that apply to each partner or shareholder of the acquired companies, and

5. The balance sheets of the merged companies and consolidated the absorbing or new company.

Article 178 .- Under the merger agreement, once concluded, the acquiring company acquires the assets and rights of the acquired companies, and is responsible for paying domestic and foreign liabilities of the same.

The tradition of the buildings will be made by the same merger deed or writing separate, registered under the law. The delivery of movable property shall be in inventory and comply with the formalities required by law to be valid or to have effect against third parties.

Article 179 .- The legal representative of the new company or the absorbent shall represent the total dissolved company to run the bases of operation, with the responsibilities of a liquidator.

Article 180 .- The provisions of this section shall also apply to the case of the formation of a new partnership to continue the business of a dissolved company, provided there are no variations in the rotation of its activities or business and that the transaction has been concluded within six months the date of dissolution.