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.
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