Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Title V - Limited Liability Company - From Article 353 to Article 372
Article 353 .- The limited liability company members respond to the amount of their contributions.
In
the statutes may provide for all or some of the partners greater
responsibility or ancillary or guarantees, express their nature, amount,
duration and modalities.
The partners jointly and severally liable for the value attributed to the contributions in kind.
Article 355 .-
If it is found that contributions have not been fully paid, the
Superintendent shall require, under duress of fines up (fifty thousand
pesos) *, that such contributions are met or order the dissolution of
society, without prejudice to the responsibility be deducted and
partners in the partnership.
* 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 356 .-
Members shall not exceed twenty-five. Shall be null and void the
society that constitutes a larger number. If during its lifetime exceeds
that limit, within two months following the occurrence of that fact may
become another kind of society or decrease the number of its partners.
When the reduction involves reduction of capital must be obtained prior
permission from the Superintendent, lest the company be dissolved upon
expiration of the said term.
Article 357 .-
The company will focus on a corporate name, in both cases followed by
the word "limited" or its abbreviation "Ltd.", which does not appear in
the statutes, will hold the partners jointly and unlimitedly to third
parties.
Article 358 .-
The representation of society and social management of the business is
for each and every one of the partners, they will also have the powers
described in article 187, the following:
1. To decide on all matters relating to the transfer of shares and the admission of new members;
2. Decide on the removal and exclusion of members;
3. Partners require additional or ancillary benefits, if any;
4.
Sort appropriate action against administrators, legal representative,
auditor or anyone else who have defaulted on its obligations or damages
caused to society, and
5.
Freely elect and remove officials whose appointment will be. The board
of trustees may delegate the representation and administration of
society as a manager, setting out clearly and precisely his powers.
Article 359 .-
The board members each have as many votes as holding shares in the
company. Decisions of the board of trustees shall be made by a plural
number of shareholders representing a majority of shares in which it is
divided the capital of the company.
The statutes may provide that instead of the absolute majority is required superior decision-making.
Article 360 .-
Unless stated a higher majority, the statutory amendments be approved
by the affirmative vote of a plural number of partners representing at
least seventy percent of the shares in which it is divided capital.
Article 361 .-
The company shall keep a record of members registered at the Chamber of
Commerce, which recorded the name, nationality, address, ID and number
of shares each owns as well as foreclosures, liens, and assignments
which it is effected, even by way of auction.
Article 362 .- Partners will be entitled to assign its quotas. Any provision that prevents this right shall be deemed not written.
The
transfer of shares implies a statutory reform. The corresponding public
shall be granted by the legal representative of the company, the
transferor and the transferee.
Article 363 .-
Unless otherwise provided, the member who proposes to dispose of their
shares offered to the other partners through the company's legal
representative, who shall transmit them immediately, so that within
fifteen days if they express interest in acquiring. After this period
the members accept the offer are entitled to take them in proportion to
the shares they own. The price, terms and other conditions of the
assignment is expressed in the offer.
Article 364 .-
If members are interested in purchasing shares discreparen about the
price or term, appoint experts to fix either. The fair price, and within
certain will be binding on the parties. However, they may agree that
the conditions of the offer are final, if more favorable to the alleged
transferee than those set by the experts.
The bylaws may establish other procedures to determine the conditions of the assignment.
Article 365 .-
If any member expresses interest in acquiring the shares within the
period specified in Article 363, or obtain the approval of the majority
provided for entry of a stranger, the company is obliged to submit,
through its legal representative, within sixty days following the
request of the alleged transferor one or more persons that acquire, by
applying the rules for the case noted above. If within twenty days after
the transfer is not perfected, the other members choose to dissolve the
partnership or exclude the partner interested in lease fees, liquidated
in the manner set forth in the preceding article.
Article 366 .-
The transfer of shares shall be by deed, under penalty of inefficiency,
but no effect on others or of society but from the date it is
registered in the commercial register.
Article 367 .-
The cameras did not record the sale until certification is credited
with the company for the fulfillment of the requirements of Articles
363, 364 and 365, when appropriate.
Article 368 .-
The company will continue with one or more of the heirs of the deceased
partner, unless otherwise specified. However, the statutes may provide
that within there pointed out, one or more of the surviving partners
have the right to acquire shares of the deceased, the market value at
the date of his death. If no agreement is reached regarding the price
and terms of payment shall be determined by experts appointed by the
parties.
If
there are several partners who acquire shares as they will be
distributed among them in proportion to their holdings in the society.
Article 369 .-
Partners will be entitled to examine at any time, by himself or through
a representative, the company's accounting, record books and records of
members and in general all documents of the company.
Article 370 .-
Besides the general causes of dissolution, the limited liability
company is dissolved when losses occur that reduce capital below fifty
percent or when the number of partners exceeds twenty-five.
Article 371 .-
The company will form a legal reserve, subject to the rules established
for the anonymous. These same rules are observed in terms of year-end
balance sheets and profit sharing.
Section 372 .-
In matters not covered by this title or in the bylaws, limited
liability companies are governed by the provisions on corporations.
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