PART II INCREASE OF CAPITAL
Article 201 .- Competent and formalities
Article 202 º .- Methods
The capital increase may originate from:
1. New contributions;
2. The capitalization of claims against the company, including conversion of bonds into shares;
3. The capitalization of earnings, reserves, profits, capital premiums, revaluation surplus and,
4. Other cases provided by law.
Article 203 º .- Effects
Article 204 º .- Prerequisite
To increase capital for new contributions or by the capitalization of debts owed to society is a prerequisite that all of the shares subscribed, regardless of the class to which they belong, are fully paid . Will not apply this requirement where dividends liabilities by shareholders against those who are delinquent in the process of society and in other cases provided by this law.
Article 205 .- Modification automatic capital and nominal value of shares
exception, when mandated by law to amend the amount of capital, this and the value of the shares shall be amended as of right with the approval by the general meeting of the financial statements that reflect such a change in the share capital without changing the share of each shareholder. The general meeting may decide that instead of changing the nominal value of shares issued or cancel shares in proportion to the amount that represents the modification of the share capital. For the registration of the amendment just a certified copy of the record.
Article 206 .- Delegation to increase capital
The general meeting may delegate to the board the power to:
1. Indicate the time that must be made a capital increase decided by the general meeting. The agreement must establish the terms and conditions of the increase can be determined by the board, and
2. Agree on one or more capital increases up to a certain amount through new contributions or capitalization of claims against the company, within a maximum period of five years, opportunities, amounts, conditions, according to the procedure that the board decides, without consulting the general meeting. The authorization may not exceed the amount of paid capital in force at the time that the delegation has been agreed.
The delegation regarding this article may not be in any way in the balance while the board did not agree to the capital increase and progress made.
Article 207 .- Right of first refusal
The capital increase by new contributions, shareholders have preferential rights to subscribe, in proportion to its shareholding, the shares that are created. This right is transferable in the manner prescribed in this law.
can not exercise this right by shareholders who are in arrears in the payment of capital calls, and their actions are not taken into consideration for establishing the pro rata share of the preemptive rights.
There is no right of first refusal in the capital increase by conversion of bonds into shares, in cases of articles 103 º and 259 º or in cases of corporate reorganization set out in this law.
Article 208 º .- Exercise of the right of preference
The preemptive right is exercised by at least two wheels. In the first, the shareholder is entitled to subscribe for new shares in proportion to their holdings to the date specified in the agreement. If you are unsubscribed shares, which have intervened in the first round can subscribe in second round, the remaining shares in proportion to its shareholding, considering the actions that it had signed in the first round.
The general meeting or, where appropriate, the board, establish the procedure to be followed in the case remaining unsubscribed shares after completion of the second round. Except
unanimously agreed by all the shareholders of the company, the period for exercising the right of preference, in the first round, no less than ten days, counted from the date of the notice to be published for the purpose or a later date is appropriated for that purpose in such notice. The deadline for the second round, and the following if any, established by the general meeting can not under any circumstances, each wheel being less than three days.
The company is required to provide subscribers in a timely manner the information on each wheel.
Article 209 º .- emption Certificate
The right of first refusal is incorporated into a title called emption certificate or by book entry, both freely transferable, in whole or in part, that gives its owner the right of first subscription of new shares on the opportunities, the amount, conditions and procedure established by the general meeting or, where appropriate, by the board.
Nothing in the preceding paragraph shall not apply where by resolution adopted by all the shareholders of the company, by the statutes or by agreement between shareholders duly registered with the society, to restrict the free transfer of the right of first refusal.
The certificate of first refusal, or if the book entries, must be available to their owners within fifteen working days from the date of adoption of the resolution to increase capital. The notice referred to in the preceding article shall indicate the date they are made available shareholders. Necessarily
The certificate contains the following information:
1. The name of the company, data relating to Registration and the amount of your capital;
2. The date of the general meeting of the board or, where appropriate, agreed by the capital increase and the amount thereof;
3. The name of the owner;
4. The number of shares conferring the right of first refusal and the number of shares entitling to subscribe in first round;
5. The deadline for exercising the right, day and start time and expiration date, and where and how you can exercise;
6. The way that can be transferred certificate;
7. The issue date and,
8. The signature of company representative authorized for that purpose. (*)
The accounting entries have information which indicates, in the manner prescribed by special legislation on the subject.
mechanisms and formalities for the transfer of preferred subscription certificates will be established in the agreement providing for their issuance.
Holders of preferred subscription certificates that participated in the first round are entitled to do so in the second and subsequent, if any, considered in each of them the amount of shares they have subscribed in the exercise of subscription rights preferred that they have acquired and which correspond to the holding of the shareholder who transferred them to the right.
Article 210 º .- Proof of subscription
The subscription of shares recorded in a receipt in duplicate, with the content and in the manner specified in Article 59 º.
Article 211 º .- Advertising
The general meeting or, where appropriate, the directory provides opportunities, amount, conditions and procedure for the gain, everything to be published by notice. The notice is not required if the increase has been agreed at a general meeting universal and the company has no issued shares subscribed without voting rights.
Article 212 º .- Bid third
When new shares are subject to a third party offer, the company prepares and makes available to interested parties the capital increase program.
The program contains the following:
1. The name, purpose, address and capital of the company, as well as data relating to Registration;
2. The nominal value of shares, classes of these, if any, with reference to their respective preferences;
3. How to exercise the preferential subscription rights corresponding to the shareholders, except where the provisions implementing Article 259 °, in which case they will express reference to this;
4. The financial statements of the last two fiscal years with the report of independent auditors, unless the society had been formed within this period;
5. Total amount of bonds issued by the company, identifying those that can be converted into shares, and the terms of each issue;
6. The amount of the capital increase, the class of shares to be issued, and in case of preferred stock, the differences attributed to them, and
7. Other questions or information that society considers important.
When supply to third parties have the legal status of public offer is applicable legislation special regulating the matter and, therefore, not apply the provisions above.
Article 213 .- Increase in non-cash capital contributions
The capital increase through non-cash contributions are applicable to the general provisions for this type of contribution, as relevant, in capital increases by cash contributions.
The capital increase agreement with non-cash contributions must recognize the right to make cash contributions amounting to enable all shareholders to exercise their right of first refusal to maintain the share they have in the capital. When the agreement provides
receive non-cash contributions should indicate the name of the contributor and the valuation report referred to in Article 27 º.
Article 214 º .- Capital increase by capitalization of credits
When the capital increase is effected by capitalization of claims against the company should have a board report that supports the convenience of receiving such contributions. It applies to this case as provided in the second paragraph of the preceding article.
When the capital increase is effected by conversion of bonds into shares and it has been applied under the terms of the issue. If the conversion has not been planned capital increase at terms and conditions agreed with the bondholders.
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