Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Title VIII - foreign companies - from: Art 469 By: Art 497

COLOMBIAN COMMERCIAL CODE

TITLE VIII

OF FOREIGN COMPANIES

Article 469 .- Are foreign companies incorporated under the law of another country with its headquarters abroad.

Article 470 .- All branches of foreign companies to develop ongoing activities in Colombia are subject to the supervision of the State, to be exercised by the Banking Superintendency of Companies or, according to his purpose.

Article 471 .- For a foreign company can undertake permanent business in Colombia, established a branch established in the country, for which they meet the following requirements:

1. Recorded on a notice of the place chosen for his residence in the country, certified copies of its founding document, its bylaws, resolution or act agreed to its establishment in Colombia and proving the existence of society and the personality of their representatives, and

2. Get the Superintendency of Companies or Banks, as appropriate, permission to operate in the country.

Article 472 .- The resolution or act in that society agrees under the law of your principal residence to establish permanent business in Colombia, indicate:

1. Businesses that intend to develop, in line with the requirements of the Colombian law regarding the clarity and specificity of purpose;

2. The amount of capital allocated to the branch, and originating from other sources, if any;

3. The place chosen as the home;
4. The term of business in the country and the grounds for termination thereof;

5. The appointment of a general agent with one or more alternates, representing the company in every business that intends to develop in the country. That means Bush the authority to perform all acts within the corporate purpose, and have the personality and out of court society for all legal purposes, and

6. The appointment of the auditor, who shall be natural person with permanent residence in Colombia.

Article 473 .- When the company was entered to operate, manage or administer a public service or an activity declared by the State of interest to national security, the representative and alternate to in the ordinal 5th. the previous article will be Colombian citizens.

Article 474 .- They have permanent effects on activities of section 471 the following:

1. Open within the territory of the Republic of business establishments or business offices but they only have a technical or advisory;

2. Intervene as a contractor in the execution of works or services;

3. Engaging in any way in activities aimed at the management, use or investment of funds from private savings;

4. Engaging in the extractive industry in any branch or services;

5. Get the Colombian state a concession or the latter has been transferred in any manner, or in any way involved in the operation of the same and

6. The performance of its associated assemblies, boards, management or administration in the country.

Article 475 .- To establish a branch, the foreign company to the Superintendence check that the capital allocated by the principal has been covered.

Article 476 .- Foreign corporations with permanent business in Colombia constitute the reserves and that the law requires national corporations and meet other requirements for control and surveillance.

Section 477 .- Foreign individuals not resident in the country that wishes to permanent business in Colombia will be an attorney, who meet the standards of this Title, as they are compatible with the nature of an individual company.

Article 478 .- Foreign companies under this Code requiring authorization to operate in Colombia and that we did not have, have a period of three months to establish the prerequisites for the operating permit. The same term will have foreigners being in the situation described in the preceding article.

Article 479 .- When the statutes of the main house or the decision or act by which it agreed to do business in the country are modified, such reform is logged in the notice of the domicile of the branch in Colombia, sending a copy to the Superintendent with the respective to check whether to continue or vary the substantive conditions which formed the basis for granting permission.

Article 480 .- The documents issued abroad shall be authenticated by the appropriate officials to do so in the respective country and the signature of such officers it will turn the Colombian Consul or, failing this, by a friendly nation, without prejudice to the provisions of international conventions on the system of powers.

To authenticate the documents mentioned in this article shall contain the consuls that society exists and has its object under the laws of the respective country.

Article 481 .- The Superintendent may refuse permission when the company does not meet the economic, financial or legal expressly specified in Colombian law.

Article 482 .- Those acting on behalf of foreign persons without compliance with the rules of this Title, shall be jointly liable with such persons of the obligations undertaken in Colombia.

Article 483 .- The Superintendent of Corporations or the Bank, as the case may be penalized by successive fines up to (fifty thousand pesos) * to foreign persons who initiate or carry out activities without compliance with the rules of this Title and their representatives managers, agents, directors or managers. The respective superintendent shall, in respect of branches the powers conferred by the laws regarding surveillance of national societies.

* Modified. Act 222 of 1995.

Article 86 .- Other functions. In addition, the Superintendency of Corporations shall have the following functions:

...
3. Sanctions or fines, successive or not, up to two hundred minimum monthly wages, whatever the case, those who breach their orders, law or statute.

Article 484 .- The company must register with the Chamber of Commerce in his home a copy of the amendments made to the social contract or rules and acts of appointment or removal of their representatives in the country.

Article 485 .- The company held liable for business in the country under the statutes that have registered with the chamber of commerce at the time of the conclusion of each business, and the persons whose names are inscribed in the same chamber as representatives of society have the character for all legal purposes, while not properly registered, a new appointment.

Article 486 .- The existence of companies domiciled outside to in this Title and the provisions of the statutes will be tested by the certificate of the Chamber of Commerce. In the same way you test the personality of its representatives. The existence of the operating permit shall be established by the relevant certificate Superintendency.

Article 487 .- The capital for the company to its business in the country may be increased or replaced free, but may be reduced only subject to the requirements of this Code, as interpreted in consideration of creditors established in the country.

Article 488 .- These companies will, in books recorded in the same chamber of commerce in his home and in Spanish, accounting businesses held in the country, subject to national laws. Also sent to the appropriate Superintendent and the same chamber of commerce copy of a balance sheet, at least the end of each year.

Article 489 .- The statutory auditors of companies domiciled abroad shall be subject, as appropriate, to the provisions of this Code on the statutory auditors of companies domiciled in the country.

These reviewers should also inform the Superintendent for any irregularities that may be grounds for suspension or revocation of operating license from those companies.

Article 490 .- When the Superintendent finds that the capital allocated to the branch fell by fifty percent (50%) or more require the legal representative to reinstate him within the reasonable period to be fixed, failing to revoke the operating permit. In any case, if the person acting on behalf of the branch does not comply with this article, jointly and severally liable with the company for operations carried out from the date of the request.

Article 491 .- When a foreign company invests capital not allocated in the activities of the object of the branch, the Superintendence admonish with successive fines up to fifty thousand pesos a legal representative to give the capital the intended destination, without prejudice to other sanctions set forth in this Title.

Article 492 .- People with a foreign natural or legal permanent business in Colombia will be applied, as the case, the system (arrangement with) *, or administrative liquidation (bankruptcy) º.

* Concordat.

No compulsory liquidation.

Article 493 .- The operating permit shall be suspended when the company commits irregularities, if any, authorizing the same measure for companies domiciled in the country that they have suspended business justification in the country for over a year.

Article 494 .- Suspended the operating license, the company can not start new operations in the country until they remedy the deficiencies that led to the suspension, on pain of revocation of that final permission.

Article 495 .- Revoked the permit, as provided by law, the company must carry out the liquidation of its business in the country, in compliance, as applicable, as prescribed in this Code for the liquidation of corporations.

Article 496 .- The profits made by branches of foreign companies, are settled in accordance with the results of year-end balance sheet approved by the Superintendency. Therefore, the branch can not make advances or money to the principal, a good account of future profits.

Article 497 .- The provisions of this Title shall apply without prejudice to the agreements contained in international treaties or conventions. As expected no rules apply to Colombian companies. He also will be subject to all foreign companies, except as they would be subject to special rules.