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 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.

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.