SECOND SECTION OF THE SOCIETY CONSTITUTION TITLE I
simultaneous formation
Article 53 .- Concept
The simultaneous formation of the corporation is made by the founders, at the time of granting the public deed containing the articles of incorporation and bylaws, in which event the shares fully subscribed.
Article 54 .- Contents of the social
social pact contains mandatory:
1. The identification data of the founders. If a natural person, name, address, marital status and name of spouse if married, whether corporate, its corporate name, place of incorporation, address, the name of the person who represents and proof proving the representation;
2. The demonstration expressed the willingness of shareholders to form a corporation;
3. The amount of capital and actions that divide;
4. The way you pay the nominal capital and the contribution of each shareholder in cash or other assets or rights, with the report corresponding recovery in these cases;
5. The naming and identification data of the first administrators, and
6. The statute governing the functioning of society.
Article 55 .- Contents of the statute
The statute contains mandatory:
1. The name of the company;
2. The description of the object;
3. The address of the corporation;
4. The term of society, indicating the date of commencement of its activities;
5. The amount of capital, the number of shares that is divided, the par value of each and the amount paid for each share subscribed;
6. Where appropriate, classes of shares into which the capital is divided, the number of shares of each class, features, special rights or preferences that are established in their favor and ancillary arrangements or additional obligations;
7. The system of organs of society;
8. The requirements for agreeing to increase or decrease in capital and any other modification of the social or status;
9. The manner and time that should be subject to shareholder approval of corporate management and the outcome of each exercise;
10. The rules for the distribution of profits; and
11. The scheme for the dissolution and liquidation of the company.
Additionally, the status may include: a.
Other lawful agreements as they deem appropriate for the organization of society. B.
Corporate agreements between shareholders that force each other and to society.
agreements referred to in subparagraph b. before the conclusion, modify or terminate after having given writing public showing the status, enroll in the registry without having to modify the statute.
PART II CONSTITUTION FOR OFFER TO THIRD
Article 56 .- Concept
society can be formed for supply to third parties, on the basis of the program signed by the founders.
When supply to third parties have the legal status of public offer is applicable to special legislation governing the matter and, consequently, do not apply the provisions of Articles 57 º and 58 º.
Article 57 .- constitution Program
The constitution contains mandatory program:
1. The identification data of the founders, under Article 54 para 1 º;
2. The draft pact and social status;
3. The term and conditions for subscription of shares, the power of the founders to extend the term and, where appropriate, business or banking or financial companies where subscribers are required to deposit the amount of money they are required to deliver to subscribing and the maximum term of the extension;
4. Information to non-cash contributions referred to in article 27;
5. The indication of the register in which the deposit is made the program;
6. The criteria for reduce subscriptions to capital stock when they exceed the maximum provided in the program;
7. The period within which must be given the articles of association;
8. The description and information about the activities developed society
9. The special rights granted to the founders, shareholders or third parties, and
10. Other information which the founders deemed appropriate for the organization of society and the placement of shares.
Article 58 .- Advertisement of the program.
The program must be signed by all the founders, whose companies will be legalized by a notary, to be deposited Registration, along with any other information which in the opinion of the founders is required for the placement of shares.
can only communicate to others the program once it is deposited in the registry.
Article 59 .- Subscription and payment of capital subscription of shares
can not alter the conditions of the program and is done on time in this and must be included in a certificate in duplicate with the signature of the representative of the banking firm receiving financial or subscription, which is expressed at least:
1. The name of the company;
2. The identification and address of the subscriber;
3. The number of shares subscribed and the class of them, where appropriate;
4. The amount paid by Subscriber under the program set up, and
5. The date and signature of the subscriber or his representative.
A copy of the certificate is issued to the subscriber.
Article 60 .- Interest on cash contributions
Contributions in cash deposited in banks or financial companies must generate interest for the benefit of society.
If society does not constitute the interests correspond to the subscribers in proportion to the amount and date at which each made their contribution.
Article 61 .- Calling a meeting of subscribers subscribers
The assembly is performed at the place and date specified in the program or, alternatively, in which point the call made by the founders. The founders made the call with an anticipation not less than fifteen days from the date of the notice of convocation.
The founders can make further calls, provided that the meeting be held within eighteen months from the date of deposit in the registry program.
Article 62 .- subscribers Assembly assembly
Before formulating the list of subscribers and their representatives, is mentioned specifically the number of shares that corresponds to each, his class, if applicable, and its nominal value. This list will be available to any interested party with an anticipation not less than forty-eight hours at the conclusion of the meeting.
authorities submit subscribers can register up to three days prior to the holding of the assembly.
At the beginning of the assembly makes the list of attendees, indicating their names, addresses and number and class of shares. In case of representatives, indicate the name and domicile. The list shall accompany the report.
the assembly to be installed validly requires the concurrence of subscribers representing at least an absolute majority of shares. The quorum shall be computed at the beginning of the assembly. The founders appoint the president and secretary of the meeting.
Article 63 .- Majority and adoption of resolutions by the assembly signed
Each share entitles to one vote.
The adoption of any agreement requires the affirmative vote of an absolute majority of the shares represented. It requires the vote of an absolute majority of the shares subscribed for the assembly to modify the content of the program foundation. If there are non-cash contributions, the contributors can not vote in the case of approval of their contributions or their value.
The founders can not vote on matters relating to special rights conferred on them by the statute or in the case of foundation expenses.
Subscribers dissidents and non-attendees who disagree with the modified program can use the right of separation, within ten days of the assembly meeting. These subscribers would recover the contributions made, plus interest that apply under the provisions of Article 59 have no effect the subscription of shares that have been made.
Article 64 Minutes of the meeting .- The resolutions adopted
by the assembly contained in a certified by the notary who signed the President and Secretary. Subscribers who so wish may sign the statement.
Article 65 .- Competence of the meeting of subscribers
The assembly discusses and decides on the following issues:
1. The acts and expenses incurred by the founders;
2. The value assigned to the program for non-cash contributions, if any;
3. The appointment of board members of society and the manager, and
4. The designation of the person or persons who must give the public deed containing the incorporation and status in society.
The meeting may also deliberate and decide on any other matter, taking into account the provisions of this article and previous articles.
Article 66 .- Issuance and registration of the deed of constitution
Within thirty days of the meeting held, the person or persons designated to issue the public deed must do so subject to the resolutions adopted by the assembly by inserting the respective deed.
Article 67 .- Provision of inputs
The founders of the company are subject to the provisions of Article 24 as regards the expenditure necessary for registration society in the registry.
Article 68 .- Termination of the constitution process
extinguishing process is established:
1. Failure to achieve the minimum subscription within the period specified in the program;
2. If the meeting decides not to carry out the constitution of society, in which case the expenses reimbursed to the founders, with the funds provided, and
3. If the meeting scheduled in the program is not made within this deadline.
Article 69 .-
termination notice within fifteen days produced the grounds for termination, the founders must give notice to:
1. Subscribers, if applicable;
2. The banking or financial or had received deposits, so they are returned in the manner prescribed in Article 60 º, after deduction of expenses reimbursable pursuant to paragraph 2. the previous article;
3. The people who had contracted the condition of the company's incorporation;
4. The registry where the program has been deposited.
founders breach of that obligation are jointly liable for the damages incurred.
FOUNDERS TITLE III
Article 70 .- The constitution
Founders founders simultaneously are those who give the public deed and sign all actions. In the constitution by offering to third parties are founders who signed the program foundation. They are also founders persons on whose behalf he had acted in the manner described in this article.
Article 71 .- Responsibility of the founders
In the run up to the constitution the founders acting on behalf of society or his own name but in the interest and on behalf of it are jointly accountable to those who have contracted .
The founders are released from such responsibility since the obligations are ratified by the company within the period prescribed in article 7. A lack of delivery of the company within the time prescribed, it is presumed that the acts and contracts concluded by the founders have been ratified. Additionally
founders are jointly and severally liable to the company, other shareholders and third parties:
1. For the full subscription of the capital and the release of the minimum required contribution for the constitution;
2. By the existence of non-cash contributions, according to their nature, characteristics and value of contribution reflected in the report for recovery and,
3. For the accuracy of communications made by them to the public for the incorporation.
Article 72 .-
Benefits Regardless of its founders as shareholders, the founders can reserve special rights for different economic content, which must appear in the statute. In the case of profit sharing or any right over them, the benefits can not exceed, in aggregate, one tenth of the annual distributable income appears in the financial statements of the first five years in a maximum of ten years from the year following the incorporation.
Article 73 .- Revocation responsibility of the founders
The responsibility of the founders expires two years from the date of registration of the company in the Register, the final rejection, or of notice to subscribers that connect the extinction of process of incorporation.
PART IV PAYMENT
CONTRIBUTIONS AND ACQUISITIONS
Article 74 .- Purpose of the contribution
The corporation may be subject only contribution the property or rights capable of economic assessment.
Article 75 º .- ancillary benefits
The charter may contain ancillary mandatory for all or some shareholders, other than their contributions, determining its content, duration, mode, retribution and punishment for noncompliance and may be in favor of the company, other shareholders or third parties. These benefits are not eligible for the capital.
By agreement of the general meeting can also be created such ancillary services, with the consent of the shareholder or shareholders to be provided.
Modifications to the ancillary benefits and rights that they give only be agreed unanimously, or by agreement of the general meeting if the shareholder or shareholders who are forced to express their agreement to provide expressly.
Article 76 .- Review of the value of non-cash contributions
Within sixty days from the incorporation or the payment of the capital increase, the board is required to review the valuation of non-cash contributions. In reaching agreement required majority of directors.
expiration of the previous period and within thirty days, any shareholder may request a judicial check on the abbreviated process, the recovery operation by security expert and should be sufficient to cover the costs of the expertise.
Until the review is conducted by the board and expires the time for testing will not be issued shares corresponding to contributions regarding the review.
If it is demonstrated that the value of the assets transferred is less in twenty percent or more than the figure of receipt of the contribution, the contributing partner must choose between the cancellation of shares equal to the difference, separation pact social or payment in cash of the difference.
Either the first two cases, the company reduces its capital in proportion if, within thirty days are not in shares subscribed and paid in cash again.
Article 77 .- onerous
Acquisitions Acquisitions purposes real consideration of an amount exceeding ten percent of capital paid by the company within the first six months of its constitution, must be previously approved by the general meeting, the board report.
By convening the meeting must be made available to shareholders on the board report.
Not applicable provisions of this Article to procurement of goods whose trade is proper social order and those held in stock exchange.
Article 78 .- Payment of dividends
liabilities Shareholders should cover the unpaid portion of shares in the manner and time prescribed by the articles of incorporation or otherwise by agreement of the board general. Failure to do so, in default without paying.
Article 79 .- Effects of delay
The defaulting shareholder can not exercise voting rights on shares whose dividend liability is not canceled in the manner and time referred to in the preceding article.
Such actions are not taken into account for forming a quorum of the general meeting or to establish a majority vote. Shall not be entitled, in respect of such shares, to exercise the right of first refusal to acquire new shares or convertible bonds.
dividends corresponding to the defaulting shareholder paid for his actions and those of fully paid shares, compulsorily applied by the company to amortize the capital calls upon payment of the expenses with interest.
When the dividend is paid in kind or in its own shares, the company will sell these by the auction process in execution or enforcement provisions of the Code of Civil Procedure and apply the proceeds of the sale to the purposes noted above.
Article 80 .- Collection of capital calls
Without prejudice to the preceding article, if the shareholder is in default the company may, under such circumstances and given the nature of the contribution is not made, sue compliance with the requirement in the execution process or proceed to the disposal of the shares of the defaulting shareholder at the risk of it. In both cases, the company charges in its profit, expenses, default interest and damages caused by the delay.
When proceeding to the sale of shares, the transfer takes place through a broker company and entails the replacement of the original title for a duplicate.
When the sale could not be partially or completely due to lack of buyer, the unsold shares are canceled, thereby reducing capital and retained profit of the company the amounts received by it on account of these shares, subject of compensation for major damage to society.
Article 81 º .- Responsibility for payment of capital calls
The assignee of the action is not fully paid jointly accountable to society with all the sellers that precede the payment of the unpaid portion. The responsibility of each transferor shall expire three years from the date of the relevant transfer. Peru
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