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					The simplified joint stock company




In consideration of the policy prescriptions set forth by Law 1258 of December 5, 2008, provides
for the creation of the new scheme for simplified stock companies.

The regime establishes simplified joint stock companies, that this form of the company may be
formed by one or more natural or legal persons who are responsible only to the amount of their
respective contributions. Likewise, the shareholders or are not responsible for the labor
obligations, tax or any other nature incurred by the company, except in cases where the use of
the simplified joint stock company law or fraud to the detriment of third, cases in which the
shareholders and managers who have performed, participated in or facilitated the acts
defraudatorios responsible personally for the obligations under such acts and the damage
caused.
The legal nature of society to




 




The legal nature of society tosimplified stock at all times be framed in the commercial arena,
regardless of the activities under its corporate purpose, and with respect to such corporate tax
purposes shall be governed by the rules applicable to corporations.

As regards the legal status, in simplified stock company, it will get once you sign in the
Commercial Register of the Chamber of Commerce of the society that establishes his principal
residence, thus constituting the society a separate and distinct legal entity from its shareholders.

The constitution or establishment of the corporation shall be by simplified contract or unilateral
consisting of a private document, entered in the Register of the Chamber of Commerce of
where the company establishes his principal residence. Similarly, he explained that the
document of incorporation must be pre-authentication so the entry in the Register of the
Chamber of Commerce, for those involved in your subscription. However, in circumstances
where not to make the registration of private or public document of incorporation in the
Chamber of Commerce of where the company establishes his principal residence, the term for
all legal purposes that society is in fact If several partners. In the case of one person, personally
liable for obligations of the contract in company development.

In relation to the subscription and payment of principal, in this corporate structure, they may be
in a position, proportions and deadlines other than those provided in the rules contained in the
Commercial Code regarding corporations. But in any case, the deadline for payment of shares



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The simplified joint stock company




exceeding two (2) years. The statutes of the simplified joint stock companies may establish
rates or minimum or maximum amounts of capital that they may be controlled by one or more
shareholders, either directly or indirectly. If these rules establish variable capital, the statutes
may contain provisions governing the effects of the breach of those limits.

Because of the formation and existence of the simplified joint stock company, may create
different classes and series of actions, including the following, according to the terms and
conditions provided in the respective legal rules: i) preference shares, ii) shares with preferential
dividend and non-voting iii) annual fixed dividend shares and (iv) actions for payment. On the
back of the share certificates, those duties inherent to them. It should provide that, on the
shares and other securities issued by the corporation is a prohibition simplified their negotiating
in the public market, and therefore unable to register them in the National Registry of Securities
and Issuers , and subsequent exchange trading.

Legal representation of the simplified stock company will be headed by a person or entity
designated in the manner provided in the statute. A lack of provisions, it is understood that the
legal representative may hold all the acts and contracts falling within its objectives or that are
directly related to the existence and functioning of society. In the absence of statutory provision
against the appointment of legal representative, your choice will be up to the assembly or the
sole shareholder.

The rules relating to liability of directors in Act 222 of 1995, shall apply to both the legal
representative of the simplified stock company and its board of directors and other
administrative bodies, if any. The natural or legal persons, not being directors of a corporation
simplified interfere in a positive activity management board of the company, shall incur the
same responsibilities and penalties for managers.

With regard to tax inspection, in case of requirement of the law have to provide the post of tax
inspector, the person holding that office shall be certified public accountant with valid business
card. It is clear that the legal requirement for providing the post of tax inspector, is enshrined in
paragraph 2 of Article 13 of Act 43 of 1990, and by reason of which will be mandatory to have a
tax inspector in all societies, commercial, any nature, whose gross assets at 31 December of
the year immediately preceding or exceed the equivalent of five thousand minimum wages and /
or with gross receipts during the year immediately preceding or exceed the equivalent to three
thousand minimum wages. In any case the utilities were justified in financial statements
prepared in accordance with generally accepted accounting principles and decided by an
independent public accountant.

Now it is vitally important to consider that any type of society may become simplified stock
company before its dissolution, if so decided by the assembly or board of trustees, by
unanimous determination of partners holding all the shares subscribed. The relevant decision
shall contain a private document entered in the Commercial Register. Similarly, the simplified
stock company may be converted into any of the types of company referred to in Book II of the
Commercial Code, provided that the respective determination is adopted by the Assembly, by
unanimous decision of the partners hold all the shares subscribed.




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The simplified joint stock company




In addition, the prohibitions contained in Articles 155, 185, 202, 404, 435 and 454 of the
Commercial Code are not applied to the simplified joint stock companies, unless the Articles of
Association provide otherwise.

Finally, in cases not covered by Law 1258 of 2008, simplified joint stock companies are
governed by the provisions of statutes, by the legal norms that govern the corporation, and
failing that, in a manner not contradictory, the general provisions governing the companies
under the Commercial Code. Also, simplified joint stock companies are subject to inspection,
supervision or control of the Superintendency of Companies, under the relevant legislation.
Similarly, and notwithstanding the advantages and benefits provided for in law, and because of
the entry into force of the law that regulates the system of simplified joint stock companies, not a
sole proprietor may be based on Article 22 Act 1014 of 2006, and sole traders which
incorporated under that provision will not be extended a maximum term of six (6) months, to
become simplified joint stock companies.

Ana Cecilia Pulido Caicedo.

Political scientist and student of Law University of los Andes.




 




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