Article 234 º .- Requirements
The corporation may be subject to the regime of close corporation when it has no more than twenty shareholders and has no shares listed on the Public Registry of Securities. You can not apply for registration in the register of shares in a private company.
Article 235 .- Name
The name must include the words "Closed Stock Company" or the initials SAC
Article 236 º .- System
The closed corporation is governed by the rules of this Section and as a supplement to the rules of the corporation, as soon applicable.
Article 237 .- Right of first refusal
A shareholder who intends to transfer all or part of its shares to another shareholder or third party must notify the company by letter addressed to the general manager, who shall inform the other shareholders within ten days, so that within thirty days to exercise the right of first refusal in proportion to their equity. The communication
shareholder should state the name of the prospective buyer and, if legal person, its main partners or shareholders, the number and class of shares you want transfer, the price and other terms of the transfer.
The price of the shares, the payment and other conditions of operation will be those who were reported to the company by shareholders interested in transferring. If the stock transfer was for consideration other than the sale, or free of charge, the purchase price will be set by agreement between the parties or by the recovery mechanism established by the statute. In his absence, the amount due is fixed by the judge by the summary process.
A shareholder may transfer to non-shareholder actions under the conditions reported to the company when they are within sixty days after it made known its intention to transfer, without the company and / or other shareholders have indicated their willingness to purchase.
The statute may establish other covenants, terms and conditions for the transfer of shares and their valuation, including abolishing the preemptive rights to acquire shares.
Article 238 º .- society Consent
The bylaws may provide that any transfer of shares or shares of a class is subject to prior consent of society, who expressed a general meeting by resolution adopted at least absolute majority of the shares subscribed voting.
Society must give written notice to shareholders its refusal to transfer.
The refusal of consent to transfer is determined that the company is bound to acquire the shares at the price and terms offered.
In any case of transfer of shares and where shareholders do not exercise their right of first refusal, the company may acquire shares by resolution adopted by a majority of not less than half the subscribed capital.
Article 239 º .- Acquisition Preferred foreclosure if
Where appropriate the forced alienation of the shares of a private company should be notified society prior to the respective court decision or disposition application.
Within ten business days of completion of a forced sale, the society has a right of subrogation to the winner of the shares, for the same price you paid for them.
Article 240 º .- Transfer of shares by succession
The acquisition of shares by hereditary succession gives the heir or legatee of membership. However, the articles of incorporation or the statute may provide that the other shareholders have the right to acquire, within one or the other determine the deceased shareholder's shares by value to date of death. If there are several stakeholders who wanted to acquire these shares will be distributed to all proportion to its share capital.
In case of any discrepancy in the share value will be used to three experts appointed by each party and a third by the other two. If there is no price set by the experts, the share value is set by the court by summary process.
Article 241 º .- Ineffective
transfer is ineffective against the company's transfer of shares is not subject to the provisions of this title.
Article 242 º .- annual external audit
pact social status or the approval of general meeting taken by fifty percent of the subscribed shares entitled to vote may have held corporation that has annual external audit.
Article 243 .- Representation at general meetings
A shareholder may only be represented at meetings of general meeting by another shareholder, your spouse or ascendant or descendant in first grade. The statute may extend representation to other people.
Article 244 .- Right separation
Without prejudice to any other cases of separation under the Act, is entitled to withdraw from the company closed corporation partner that has not voted for the amendment of rules relating to limitations on the transferability of the shares or the right of first refusal.
Article 245 .- Call to Shareholders
The shareholders' meeting is convened by the board or general manager, as appropriate, with the anticipation that prescribed by Article 116 of this law by obituaries under reception, fax, email or other means of communication to obtain acknowledgment of receipt, addressed to the domicile or the address designated by the shareholder for this purpose.
article 246 º .- Non- Boards
The social will be set by any means whether written, electronic or otherwise, to enable communication and ensure its authenticity.
be compulsory session the Shareholders when seeking its realization shareholders representing twenty percent of the subscribed shares with voting rights.
Article 247 º .- optional Directory
In the articles of incorporation or in the company statute may provide that the company has no directory.
When determining the existence of the directory is not all functions under this Act to that body corporate shall be exercised by general manager.
Article 248 º .- Exclusion of shareholders
The articles of incorporation or the status of the closed corporation can establish grounds for exclusion of shareholders. For the exclusion agreement is necessary for the general meeting adopted with a quorum and the majority established by the statute. In the absence of statutory provision governing the provisions of articles 126 º and 127 º of the law.
The exclusion agreement may be contested under the rules for challenging arrangements of general meetings of shareholders.
The corporation may be subject to the regime of close corporation when it has no more than twenty shareholders and has no shares listed on the Public Registry of Securities. You can not apply for registration in the register of shares in a private company.
Article 235 .- Name
The name must include the words "Closed Stock Company" or the initials SAC
Article 236 º .- System
The closed corporation is governed by the rules of this Section and as a supplement to the rules of the corporation, as soon applicable.
Article 237 .- Right of first refusal
A shareholder who intends to transfer all or part of its shares to another shareholder or third party must notify the company by letter addressed to the general manager, who shall inform the other shareholders within ten days, so that within thirty days to exercise the right of first refusal in proportion to their equity. The communication
shareholder should state the name of the prospective buyer and, if legal person, its main partners or shareholders, the number and class of shares you want transfer, the price and other terms of the transfer.
The price of the shares, the payment and other conditions of operation will be those who were reported to the company by shareholders interested in transferring. If the stock transfer was for consideration other than the sale, or free of charge, the purchase price will be set by agreement between the parties or by the recovery mechanism established by the statute. In his absence, the amount due is fixed by the judge by the summary process.
A shareholder may transfer to non-shareholder actions under the conditions reported to the company when they are within sixty days after it made known its intention to transfer, without the company and / or other shareholders have indicated their willingness to purchase.
The statute may establish other covenants, terms and conditions for the transfer of shares and their valuation, including abolishing the preemptive rights to acquire shares.
Article 238 º .- society Consent
The bylaws may provide that any transfer of shares or shares of a class is subject to prior consent of society, who expressed a general meeting by resolution adopted at least absolute majority of the shares subscribed voting.
Society must give written notice to shareholders its refusal to transfer.
The refusal of consent to transfer is determined that the company is bound to acquire the shares at the price and terms offered.
In any case of transfer of shares and where shareholders do not exercise their right of first refusal, the company may acquire shares by resolution adopted by a majority of not less than half the subscribed capital.
Article 239 º .- Acquisition Preferred foreclosure if
Where appropriate the forced alienation of the shares of a private company should be notified society prior to the respective court decision or disposition application.
Within ten business days of completion of a forced sale, the society has a right of subrogation to the winner of the shares, for the same price you paid for them.
Article 240 º .- Transfer of shares by succession
The acquisition of shares by hereditary succession gives the heir or legatee of membership. However, the articles of incorporation or the statute may provide that the other shareholders have the right to acquire, within one or the other determine the deceased shareholder's shares by value to date of death. If there are several stakeholders who wanted to acquire these shares will be distributed to all proportion to its share capital.
In case of any discrepancy in the share value will be used to three experts appointed by each party and a third by the other two. If there is no price set by the experts, the share value is set by the court by summary process.
Article 241 º .- Ineffective
transfer is ineffective against the company's transfer of shares is not subject to the provisions of this title.
Article 242 º .- annual external audit
pact social status or the approval of general meeting taken by fifty percent of the subscribed shares entitled to vote may have held corporation that has annual external audit.
Article 243 .- Representation at general meetings
A shareholder may only be represented at meetings of general meeting by another shareholder, your spouse or ascendant or descendant in first grade. The statute may extend representation to other people.
Article 244 .- Right separation
Without prejudice to any other cases of separation under the Act, is entitled to withdraw from the company closed corporation partner that has not voted for the amendment of rules relating to limitations on the transferability of the shares or the right of first refusal.
Article 245 .- Call to Shareholders
The shareholders' meeting is convened by the board or general manager, as appropriate, with the anticipation that prescribed by Article 116 of this law by obituaries under reception, fax, email or other means of communication to obtain acknowledgment of receipt, addressed to the domicile or the address designated by the shareholder for this purpose.
article 246 º .- Non- Boards
The social will be set by any means whether written, electronic or otherwise, to enable communication and ensure its authenticity.
be compulsory session the Shareholders when seeking its realization shareholders representing twenty percent of the subscribed shares with voting rights.
Article 247 º .- optional Directory
In the articles of incorporation or in the company statute may provide that the company has no directory.
When determining the existence of the directory is not all functions under this Act to that body corporate shall be exercised by general manager.
Article 248 º .- Exclusion of shareholders
The articles of incorporation or the status of the closed corporation can establish grounds for exclusion of shareholders. For the exclusion agreement is necessary for the general meeting adopted with a quorum and the majority established by the statute. In the absence of statutory provision governing the provisions of articles 126 º and 127 º of the law.
The exclusion agreement may be contested under the rules for challenging arrangements of general meetings of shareholders.
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