Colombian Commercial Code

TITLE IV

Of limited partnerships

CHAPTER I

Common provisions

Article 323 .- The limited partnership form is always between one or more partners to undertake joint and several unlimited liability for corporate transactions and one or more partners that limit liability to their respective contributions. The first is called the managing partners or groups and the latter limited partners.

Article 324 .- The name of the limited partnership

be formed as the full name or surname only of one or more general partners and added the words "and company" or the abbreviation "& Cia." followed in all cases the abbreviated "S. en C." or the words "partnership limited by shares" or the abbreviation "SCA", whether by action, otherwise than for all legal purposes the presumption of law that society is collective.

The limited partner or stranger to the society that tolerates the inclusion of his name in the name, respond as general partner.

Article 325 .- Social capital is formed with contributions from limited partners or those of the latter and of the general partners simultaneously.

When thou doest collective contributions of capital in the respective deed will relate its value, without prejudice to the responsibility inherent in the category of such partners.

The limited partner may in no case be an industrial partner.

Article 326 .- The management company will be in charge of the general partners, who may exercise directly or through their delegates, subject to the provisions for the partnership.

Article 327 .- The limited partners may not exercise their functions of representation of society, but as delegates of the general partners and certain businesses. In these cases must indicate the use of the name, which act by proxy, failing to respond jointly with the managers of corporate transactions to be concluded or executed.

Article 328 .- The limited partner shall have the power to inspect at any time, by himself or through a representative, books and documents of the company.

But if you have an establishment for the same activities as the establishment of the company or is part of a company dedicated to the same activities, you will lose the right to examine corporate books.

Article 329 .- The managing partners may transfer their social interest in the manner provided for the transfer of the shares of interest of the general partners. This assignment should be given as provided in Title I of this paper for the reform of the statutes.

Article 330 .- Limited partners may transfer their shares in the manner provided for the partners in the limited liability company.

Article 331 .- Actions a managing partner in the company may be transferred separately from the parts of interest to have as a manager, and conversely, but subject to the provisions of the preceding articles.

Article 332 .- Profits distributed among the social partners and sponsors managers in the form stipulated in the contract. Where not specified, the profits are distributed among the limited partners in proportion to their quotas or shares previously paying the benefit of the managing partners.

Article 333 .- The limited partnership is dissolved:

1. For the reasons set forth in Article 218 of this Code;

2. For the special causes of the partnership, when they occur on the managing partners, and

3. Disappearance of one of the two categories of partners.

Article 334 .- The liquidator of a limited partnership shall be appointed by vote of a majority of both general partners and the contributions of unlimited liability, if nothing else is laid down in the statutes. Removal of liquidator require the same majority.

Section 335 .- If in doubt about the quality of a partner, is presumed to be collective, and when is lodged on the species or type of society shall be deemed collectively.

Article 336 .- The decisions of the board of managing partners each have one vote. The votes of limited partners is calculated as the number of shares or shares of each.

Decisions regarding the administration can only make them managers, as provided in the bylaws.

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