Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Title VI - Company - Chapter V - Dissolution and Liquidation of the Company - From: Section 457 By: Art 460

COLOMBIAN COMMERCIAL CODE

CHAPTER V 

Dissolution and liquidation of the corporation

Article 457 .- The corporation shall be dissolved:

1. On the grounds specified in Article 218;

2. When losses occur which reduce the net worth under fifty percent of the subscribed capital, and

3. When ninety-five percent or more of the outstanding shares come to belong to a single shareholder.

Article 458 .- When verify the indicated losses in the ordinal 2nd. the previous article, the administrators shall refrain from initiating new business and immediately convene the general assembly, complete and documented to inform them of this situation.

Violation of this rule will jointly hold administrators accountable for the damages caused to shareholders and third parties for the transactions after the date of the check or losses referred to their attention.

Article 459 .- The Assembly may take or order measures for the restoration of heritage over fifty percent of the subscribed capital, the sale of valued social goods, the reduction of subscribed capital as provided in this Code, issuance of new shares, etc.. If such measures are not taken, the meeting shall declare the dissolution of the society to proceed to liquidation.

These measures must be taken within six months of the date indicated losses are consumed.

Article 460 .- During the liquidation the shareholders shall be convened at times, form and terms prescribed for general assembly meetings. At such meetings shall follow the rules established in the social contract or, failing that, those provided in this Code for the operation and decisions of the general assembly, notwithstanding the provisions (Article 249) *.

* Article 248.