Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter V - Amendments of the Social Contract - From Article 158 to Article 166

COLOMBIAN COMMERCIAL CODE

CHAPTER V

Reforms of the social contract

Article 158 .- Any reform of the commercial partnership agreement must be reduced to deed to be recorded as provided for writing the constitution of society, chamber of commerce for the head office at the time of reform.

No previous reform requirements have no effect on others. The reforms will impact among partners from when agreements or covenants under the statutes.

Article 159 .- Modified. Law 44 of 1981, art. 13. Chambers of commerce shall not

n register a deed of reform without the prior permission of the superintendent, in the case of companies subject to its control.

The violation of this provision shall be punished with fines of one hundred to five hundred thousand dollars be imposed by the Superintendency of Companies to the chamber of commerce responsible for the infringement.

Article 160 .- The writings evidencing the reforms of the social contract also recorded in the chambers of the places where the company establishes branches.

Article 161 .- In societies by quotas or shares of interest the reforms adopted by the affirmative vote of all partners, if the law or the statutes do not prevent anything.

In joint stock companies may be adopted by the affirmative vote of a plural number of shareholders with not less than seventy percent of the shares represented, unless the statutes require a greater number of votes.

Article 162 .- The early dissolution, merger, transformation and return of contributions to members as expressly authorized by law are statutory reforms.

Article 163 .- The designation or revocation of the directors or statutory auditors under the law or the contract is not regarded as social reform, but as development or execution of the contract, but shall not be subject to simple registration with the chamber of commerce, by Copies of the instrument or agreement setting forth the designation or revocation.

The cameras shall not, however, to register the designation or revocation if they are not observed for the same requirements of law or contract.

Revocation or replacement of officials referred to this article will be the quorum and majority vote required by law or contract for their appointment.

Article 164 .- People enrolled in the chamber of commerce of the registered office as representatives of a company and its statutory auditors, retained as such for all legal purposes, while not cancel the registration by registering a new appointment or election.

The simple confirmation or re-registered individuals and will not require new registration.

Article 165 .- When a reform of the contract relates to the change of domicile of the company and this corresponds to a place falls within the jurisdiction of a chamber of commerce than that in which it is registered the deed of incorporation, you must register a copy of this writing and other reforms and acts of compulsory registration appointment of the camera out of the new address.

The provisions of this Article shall also apply in cases where alterations in the territorial chambers of commerce, the domicile of a company's main constituency corresponds to a different camera.

Article 166 .- The reforms of society will prove equally to its constitution.

Paragraph .- Partners reform may prove the single copy of the agreement or duly issued certificate setting forth such reform and adoption. Similarly reform may prove to compel managers to comply with the formalities of writing and recording.