Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter III - Contributions Associates - From Article 122 to Article 148

COLOMBIAN COMMERCIAL CODE

CHAPTER III

Contributions from partners

Article 122 .- The capital will be fixed precisely, but may be increased or decreased under the relevant statutory reform, approved and formalized by law. Be ineffective any increase in capital is made with reappraisal of assets.

Article 123 .- No member may be compelled to increase or replenish your supply if this obligation is not expressly stipulated in the contract.

Article 124 .- Partners must submit their contributions in place, manner and time stipulated. Where not specified, the delivery of personal property will be at the registered office as soon as the company is duly constituted.

Article 125 .- When the contribution is not made in the manner and time agreed, the company will use the means of compensation under the contract. In the absence of express provision in this regard, the company may use any of the following means or resources:

1. Exclude from the partner company infringed;

2. Reduce your contribution to the part which has been delivered or are willing to deliver, but whether this reduction implies reduction of capital shall apply in Article 145, and

3. Implementing the delivery or payment of the contribution. In three cases the partner will pay the company failed late interest at the rate that banks are charging ordinary  business operations.

Article 126 .- Contributions in kind may be made by gender and amount of things to be taken to the social fund, but an estimated market value determined.

Article 127 .- If the contribution is determined only things because of their gender and number, the obligation of the contributor shall be governed by the rules of the Civil Code on obligations of gender. If it's true body, the random loss of the thing due shall entitle the contributor to be replaced by their estimated value in money or to withdraw from society, unless his holding corporate purpose, in which case society will dissolve if the partners agree not to change the object. The contributor will indemnify the company for damages caused if the thing perishes because of him, which is presumed. Provided about the things in usufruct, society will have the same rights and obligations of the usufructuary common, and they apply the rules of the preceding paragraph.

Article 128 .- Conservation of the things subject of the contribution will be borne by the contributor so far is made the delivery of the same society, but if it defaulted on part of its receipt, the risk of these things will be borne by society from the time the contributor offers turn them in legal form. The delay of society is not exempt, however, the contributor responsible for damages that occur due to negligence or willful misconduct of the latter.

Article 129 .- The contribution of credit will only be credited to member's account when you actually entered the box social. The contributor of any amount liable for its existence, the legitimacy of the title and the debtor's solvency. Such credit shall be payable within one year following the date of contribution. If the credit was fully covered within the stipulated time, the contributor must pay its value to society or missing, as appropriate, within thirty days after the expiration with the current interest of the unpaid amount and expenses incurred in collection. If not done, the company shall give effect to the provisions of Article 125.

Article 130 .- In stock companies, each contributor shall be liable for the total value of the subscription made. If payment is made by installments, the deadline for cancellation shall not exceed one year, consequently, the actions that have not been fully covered in the respective year, will participate in the profits only in proportion to the amount actually paid for each share.

Article 131 .- When the input consists of the assignment of a contract, the contributor shall be liable for the obligations arising therefrom, unless otherwise specified.

Article 132 .- Upon the establishment of a society have to get operating license, in-kind contributions were valued by the stakeholders unanimously constituted preliminary meeting, and the duly substantiated assessment will be submitted for approval by the Superintendency of Companies. The value of contributions in kind after the constitution is fixed in an assembly or meeting of shareholders by the affirmative vote of sixty percent or more of the shares, or parts of social interest, less any that apply to contributors who may not vote on the measure. These appraisals are properly grounded subject to the approval of the Superintendency. Without the prior approval of the Superintendent of the valuation of goods in kind, may not be granted the relevant deed. The Government shall regulate the procedure to be followed before the Superintendence of Societies for approval of the valuations referred to in this article.

Article 133 .- The appraisals will be reflected in the articles of incorporation or reform, as appropriate, and they inserted the providence that the superintendent has approved them. This requirement will be indispensable for the validity of the constitution or statutory reform. Copies of these scripts will be delivered to the Superintendent, within fifteen days of its issuance or registration, if applicable.

Article 134 .- When the Superintendent set the value of property in kind in a lower figure than the one approved by stakeholders, or suspected contributors may choose to pay in cash the difference between the fair compensation, within one year, or accept the price fixed by the Superintendent, reducing immediately the amount of the transaction that figure. Should a suspected contributors acogieren not affected any of the above options will be exempted from making the contribution. Those who insist, in forming the company or raise capital, they must agree unanimously replacement formula.

Article 135 .- In societies that do not require the permission of operation, the partners jointly and severally liable for the value attributed to in-kind contributions, the date of the contribution, whether they have been made to the company's incorporation or later.

Article 136 .- Contributions from commercial establishments, industrial property rights, interest parties, quotas or shares shall be considered as contributions in kind.

Article 137 .- Contribution may be subject to the industry or an associated personal work without such contribution is part of social capital. The contributor of the utilities industry will participate in social, have a voice in the assembly or the board of trustees, the rights set out in its favor initially not be changed, ignored or abolished without the express with, unless otherwise decided by judicial or arbitral handed ; can manage the company and, in case of withdrawal or settlement of the same, only participate in the distribution of profits, reserves and asset valuations produced during the time he was associated.

Having produced losses, the industrial partner will not receive compensation in the respective year.

Article 138 .- When the input consists of the estimated staff of industry or job at a specific value, the obligation of the contributor is deemed to be met regular on the amount representing the service to society that is the subject of the contribution. It may, however, provides the industry or individual work without estimating its value, but in this case the contributor may not redeem shares or release equity on their contributions, but shall be entitled to participate in social utilities and any surplus in the manner specified therein. The obligations of the contributor shall be in such cases to the civilian regime of obligations to do.

Article 139 .- In the case provided for in the first paragraph of the preceding article and in the case of corporations, shall be amortized industry's contribution under the profit and loss account of each fiscal year, the proportion that it is associated.

Article 140 .- They are advocates who have planned to organize a business and technical studies presented its feasibility. Such promoters jointly and unlimitedly liable for the obligations to form the company and if it is not perfect, will lack any action against the alleged constituents.

Article 141 .- Any compensation or benefits for private developers to compensate its services and reasonable expenses, must be the instrument of incorporation and only consist of a share of net profits, distributable among them as provided in the statutes, but under total of fifteen percent of them and for a period not exceeding five years, counted from the first exercise to record profits, or the same limitations, in an economic privilege to the parties of interest, fees or actions that they subscribe while the constitution and pay in cash or other tangible goods. Any contrary stipulation shall be deemed invalid. In any regulations for the placement of shares to be subscribed by non-shareholders, and as long as the benefits or privileges under this Article shall be inserted the text of the statutory provisions that enshrine and on the balance sheet of the Annex shall be recorded time remaining to their extinction.

Article 142 .- Creditors of the partners will seize the shares, the shares of interest or fees that they have in society and lead to its sale or judicial adjudication as provided in this Code and the laws of procedure.

Article 143 .- Partners may not request reimbursement of their contributions, nor can society do, but in the following cases:

1. In society, when it comes to things in usufruct provided only if such restitution is stipulated and regulated in the contract;

2. During settlement, when you cancel the external liabilities of the company, if the contract has been agreed restitution in kind, and

3. When you declare the contract void on the partner's social requesting the refund, if not from the invalidity or unlawful purpose.

Article 144 .- The partners also may request a refund of all or part of its shares, or shares of interest before, dissolved the company, has canceled its external liabilities. Reimbursement will be made then in proportion to the nominal value of each partner's interest, if the contract has not been provided something different.

Article 145 .- The Superintendency of Companies authorize the reduction of capital in any company it is proved that society has no external liabilities, or who made the reduction of social assets represent not less than twice the external liabilities or creditors expressly accept and social written irrespective reducing the amount of the asset or assets.

When the external liabilities of social benefits proviniere will require further approval by the competent official work.

Article 146 .- When shares in a company or shares of interest on capital is reduced for full refund of the interest of one or several partners, these remain bound by the corporate transactions undertaken to date of retirement, within the limits of liability itself the respective type of society.

Article 147 .- The capital reduction will be a reform of the social contract and should be adopted and formalized as prescribed in this Code.

Article 148 .- If one or more parties of interest, undivided shares or shares we belonged to several people, they designate who is to exercise the rights attached to them. But the fulfillment of their obligations to society of commoners jointly liable.