By Resolution No. SCVS-INC-DNCDN-2020-0015 issued on September 14, 2020, and published in the Special Edition Number 1071 of the Official Registry of September 25, 2020, the Superintendency of Companies, Securities and Insurance issued the Regulation of the Simplified Stock Corporations (S.A.S.)
The main aspects of the Regulations include
1. The determination of the legal existence of a S.A.S. starts with its registration in the Registry of Companies of the Superintendency of Companies, Securities and Insurance.
2. The shareholders of a S. A. S. will only be responsible for the amount of their respective shares, unless they expressly waive it in writing.
3. The impossibility of negotiating it´s own shares in the stock market. Notwithstanding being able to negotiate shares issued by other mercantile societies or other negotiable securities, according to the law of the matter.
4. The incorporation of the Simplified Stock Corporations will be done through private documents unless the assets contributed require a public deed. In this case, the public deed must be registered in the corresponding Registry Office.
5. The process of electronic incorporation of the S.A.S. is hereby established, and the SCVS is required to keep its online system open so that all users can access consultations, certifications, and access all the relevant corporate information of the S.A.S.
6. Foreign companies that are founders and shareholders of a S. A. S. must present a certificate of incorporation and legal existence issued by the authority of the corresponding country. The capital of the foreign company must be represented in shares, participations or nominative papers.
7. The document of incorporation of the S.A.S. will have a presumption of stability, enforceability, and execution. Consequently, it may not be revoked, cancelled or annulled, unless expressly provided by competent Judge.
8. It shall establish the rules of the capital and shares of the S.A.S., their organization, statutory reforms, reorganization, dissolution, liquidation, reinstatement and cancellation.
The Regulations of the Simplified Stock Corporations also govern, among other things, the procedure for the resolution of corporate conflicts, causes of voluntary removal of shareholders, payment of dividends, presentation of corporate/financial documentation, management reports, and balance sheets, removal of shareholders, digital corporate books, and the liability of the shareholder before the company for the abuse of his voting rights, when seeking his own benefit or that of a third party.
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