Article 82 .- Definition of action Shares represent aliquots of capital All have the same nominal value and are entitled to one vote, except under Article 164 º and the other covered by this Act .
Article 83 .- Building actions
The actions are created in the articles of incorporation or subsequently by agreement of the general meeting.
creation is null actions granting the right to receive returns with no distributable profits.
may be granted to certain actions the right to maximum performance, minimum or fixed, cumulative or not, always subject to the existence of distributable profits.
Article 84 .- Issuance of shares
The shares are only issued once they have been subscribed and paid in at least twenty-five percent of their nominal value, except as provided in the following paragraph.
the issuance of shares in the case of contributions in kind shall be as provided in Article 76 º.
rights under the issued shares are independent of whether they are represented by certificates of provisional or definitive, book entries or in any other manner permitted by law
Article 85 º .- The amount to be paid on shares
The amount payable by the actions stated in the deed of constitution or by the general meeting to agree the capital increase.
The sum obtained in the placement of shares on its face value is a capital grant.
The terms and conditions of payment of the premium and the implementation thereof are subject to the stipulations of the law, the public deed or agreement of the general meeting.
If the value of placing the action is lower than its nominal value, the difference is reflected as a loss of placement.
shares placed by lower amount at face value are considered for all purposes fully paid at face value when you cancel your placement value.
Article 86 º .- Additional obligations to pay the action
The social pact or agreement to increase capital can be established that the subscribers of a part or all actions assume certain obligations in favor of other shareholders, society or others, in addition to paying its value is nominal or placement. These additional obligations may be monetary or not, and should fall on all actions of society or all the shares of a particular class.
Obligations should be included in additional certificates, book-entry or any other form of representation of such actions .
Article 87 º .- Issuance of certificates of shares
is null issuance of shares and alienation from them before the registration of the company or capital gain concerned. As an exception, provided it has complied with the provisions of the first and second paragraphs of Article 84 º and the statute permits may be issued provisional certificates actions with the explicit indication that the registration is pending society and in case of transfer, the transferee is jointly with all the sellers that precede it by the obligations they may incur in his capacity as shareholder and according to law, the original owner of the certificates against the company, other shareholders or third parties. Where
of incorporation or capital increase supply to third parties, the certificates referred to in Article 59 shall be freely transferable subject to the rules governing the transfer of rights.
Article 88 º .-
Share classes may be several classes of shares. The difference may involve rights under their holders, in his / her obligations or both at once. All shares of a class enjoy the same rights and shall be responsible for these obligations.
The creation of classes of shares can be in the articles of incorporation or by agreement of the general meeting.
The elimination of any class of shares and amendment of the rights and obligations of the actions of any kind is agreed with the requirements for amending the statute, subject to prior approval required special meeting of holders of shares class to eliminate or whose rights or obligations are modified.
When the elimination of class actions or changes terms and conditions that were created involving the modification or elimination of the obligations the holders might have taken against the company, other shareholders or others, will require the approval of those affected with the elimination of the class of shares or the change in his / her obligations.
The bylaws may establish assumptions for the conversion of shares of one class into shares of another, without requiring the agreement of the general meeting or special meeting or the amendment of the statute. It will only be necessary to amend the statute if it disappears as a result of a class of shares.
Article 89 .- Severability
action The shares are indivisible. The co-owners of shares should designate one person for the exercise of shareholder rights and respond jointly to society for all obligations arising from the quality of shareholders. The designation shall be signed by a legally notarized letter, signed by co-owners representing more than fifty percent of the rights and claims on ownership shares.
Article 90 º .- Representation of the action
All shares held by a shareholder must be represented by a single person, unless other the statute or in the case of shares belonging individually to different people but society appears registered in the name of a custodian or depository.
If he had given pledge or usufruct on shares and would have ceded the right to vote on the part of them, such actions may be represented by the corresponding under the master deed of pledge or usufruct.
When the shares belonging to the same shareholders are represented by more than one person because it allows the status, rights referred to Articles 140 º and 200 º can be exercised only when all the representatives of shareholders eligible under these provisions.
Article 91 .- Property action
The company believes the action owner who appears as such on the registration of shares.
When litigate the ownership of shares shall be permitted to exercise shareholder rights, who appears in society registered as owner thereof except by judicial mandate.
Article 92 º .- actions
Registration The registration of shares is recorded creating actions as appropriate in accordance with the provisions of Article 83 º. Also noted in the plate the issuance of shares as provided in Article 84 degrees, whether represented by certificates of provisional or definitive.
enrollment transfers are also recorded, swaps and stock splits, the creation of duties and taxes on them, the restrictions on transfer of shares and shareholders agreements between shareholders or others that deal with the or actions aimed at exercising the rights attached to them.
The share register will be opened in a special book for that purpose or in sheets, duly authenticated, or through online registration or in any other manner permitted by law. It can simultaneously use two or more of the systems described above, in case of discrepancy prevail as noted in the book or on loose sheets, as appropriate.
regime representing book-entry securities is governed by the laws of the stock market.
Article 93 º .- Communication
society acts referred to in the second paragraph of the preceding article, must be communicated in writing to the company for entry in the share register .
When actions are represented by certificates, such transmission may be credited with delivering the company's certificate with proof of the transfer made on behalf of the purchaser or any other written form. The company will only accept the assignments made by the person who appears in your registration as owner of the action or his representative. If two or more assignments in the same certificate, the corporation may require that the successive transfer be credited by other means, observing the requirements established by the Securities Act.
Article 94 .- Establishment of non-voting shares
You can create one or more classes of shares without voting rights.
The non-voting shares are not counted in determining The quorum for general meetings.
Article 95 º .- voting shares
The voting share confers on its holder as a shareholder and attributed, at least the following rights:
1. Participate in the distribution of profits and net worth resulting from the settlement;
2. Speak and vote at general meetings or special, as appropriate;
3. Supervise in the manner prescribed by law and statute, the corporate business management;
4. Be preferred, with the exceptions as provided in this Act, to:
a) The subscription of shares in case aumento del capital social y en los demás casos de colocación de acciones; y
b) La suscripción de obligaciones u otros títulos convertibles o con derecho a ser convertidos en acciones; y,
5. Separarse de la sociedad en los casos previstos en la ley y en el estatuto.
Artículo 96º.- Acciones sin derecho a voto
La acción sin derecho a voto confiere a su titular la calidad de accionista y le atribuye, cuando menos, los siguientes derechos:
1. Participar en el reparto de utilidades y en el del patrimonio neto resultante de la liquidación con la preferencia que se indica en el artículo 97º;
2. Ser informado cuando menos semestralmente activities and management of the company;
3. Challenge agreements that violate their rights;
4. Separate from the company as provided by law and the statute, and,
5. In case of capital increase:
a) subscribe for shares with voting rights in proportion to their equity in the event that the general meeting agreed to raise capital only through the creation of shares with voting rights.
b) To subscribe for shares with voting rights in proportion and the number needed to keep your equity, if the board agreed that the increase includes the creation of non-voting shares, but in insufficient numbers for holders of these shares retain their equity.
c) to subscribe for shares without voting rights in proportion to their equity in cases of capital increase in which the agreement of the general meeting is not limited to the creation of shares with voting rights or the Where agreed to raise capital only through the creation of non-voting shares.
d) A sign bonds or other securities convertible or entitled to be converted into action, applying the rules of the previous paragraphs as appropriate to the respective issuance of bonds or convertible securities.
Article 97 .- Preference shares without voting rights
The non-voting shares give their holders the right to receive the dividend preference established by the statute. Existing
distributable profits, the company is required to preferential distribution of the dividend referred to above.
If liquidation of the company, the non-voting shares give the holder the right to obtain reimbursement of the nominal value of shares, minus any liabilities for dividends, they pay the face value of the other actions.
Article 98 .- Treasury stock
In the covenant social or capital increase agreement, the corporation may issue shares with or without voting rights, which are held in the portfolio. The treasury shares, as they are not issued, can not take the capital account balance. They are only issued by the company they are subscribed and paid in at least twenty-five percent of the nominal value of each. The deed of incorporation or capital increase agreement also sets the terms and conditions of issue.
The rights attached to shares held only generated when issued. When were taken by the placement of these shares to a third party is required, in addition, it communicates its emission society.
portfolio shares created under this article may not represent more than twenty percent of the total number of shares issued.
Article 99 .- Subscription
share holding Except as provided in Article 259 º shareholders have the preferential right to subscribe for shares in the portfolio. When the company resolves to issue delivered to the appropriate shareholders preferential subscription certificates.
The right of first refusal, in this case, is done within a maximum period of five days counted from the date on which the company announced the placement of treasury shares.
Article 100 .- certificates and other forms of action representation
issued shares, whatever their class, are represented by certificates, by book entries or in any other manner permitted by law.
share certificates, whether provisional or final, must contain at least the following information:
1 The name of the company, address, duration, date of the public deed, the notary before which was granted and details of company registration in the Register;
2. The amount of capital and nominal value of each share;
3. The stock certificate representing the class to which it belongs and the rights and obligations inherent in the action;
4. The amount paid or indication to be fully paid;
5. Levies or charges that may be imposed on the action;
6. Any limitation on its transmissibility, and
7. The date of issue and certificate number.
The certificate is signed by two directors, unless the statute provides otherwise.
Article 101 .- Restrictions and Prohibitions on actions
limitations on transfer the lien or the affectation of actions can mean the absolute prohibition of transfer, encumber or affect.
Restrictions on the free transferability of shares is mandatory for the company when they are covered in the articles of incorporation, the bylaws or originating in agreements among shareholders or between shareholders and third parties have been notified to the company. Limitations are noted on the registration of shares and the corresponding certificate.
When they set the articles of incorporation or the bylaws or the appropriate owner of such actions, is valid temporarily prohibiting the transfer, encumber or otherwise affect stock.
Equally valid is temporarily prohibiting the transfer, encumber or affect actions taken by agreement of the general meeting, in which case only reaches to the actions of those who voted in favor of the agreement, must be separated during the same proceedings in one or more classes, not to govern in this case the requirements of law or statute for the amendment of the statute.
The ban should be for a fixed or determinable and may not exceed ten years before the expiration be extended for periods not exceeding. The terms and conditions of the temporary ban should be placed on the registration of shares and certificates, book-entry or other document evidencing ownership of the respective action.
Article 102 .- Transfer of shares involved additional obligations
Unless the social contract, statute or agreement with third parties provide otherwise, the transfer of shares whose ownership is mirrored by the performance of obligations to society, other stakeholders or others, shall include, where appropriate, with the approval by the company, shareholders or third parties in whose favor the obligation has been agreed. Such approval is not required when severally obligated to ensure compliance, if the nature of the required permits.
Article 103 º .- Option for shares
When you set the deed of constitution or the General Meeting by the affirmative vote of shareholders representing the entire subscribed shares with voting rights, society can give certain shareholders or third option subscribe new shares within certain time limits, terms and conditions. The option term not exceeding two years.
Unless the terms of the option so provides, the provision does not prevent the company during its term capital gains agreed the creation of treasury shares or bonds convertible into shares.
Article 104 º .- Acquisition by society for their own actions
The corporation may acquire its own shares from the capital only to amortize, before the capital reduction agreement adopted pursuant to law.
Where the acquisition of shares is made for amount greater than the nominal value, the difference may only be paid from profits and free reserves of the company.
Society may acquire its own shares to amortize without reducing the capital and no refund of the nominal value for shareholders, giving in exchange equity securities that give right to receive, for the period fixed, a percentage of distributable profits society. These titles are registered and transferable.
Society may acquire its own shares against profits and free reserves in the following cases:
1. To amortize without reducing the capital, in which case it requires prior approval of general meeting to increase proportionally the nominal value of other measures to ensure that social capital is divided between them in aliquots of equal value;
2. To amortize without reducing the capital as indicated in the previous paragraph but giving in exchange equity securities that grant the right to receive for a specified percentage of distributable profits of the company;
3. No need to write, when were acquired to avoid serious injury, in which case they must be sold within a period not exceeding two years, and
4. Amortize without the agreement of the general meeting to keep in portfolio for a maximum period of two years and in an amount no greater than ten percent of the subscribed capital.
Society may acquire its own shares free of charge in which case they may or may not amortize.
shares acquired by the company for consideration must be fully paid, unless the acquisition is to avoid serious injury.
The acquisition will be pro rata among the shareholders, except that:
a) purchase to avoid a serious injury;
b) acquired free of charge;
c) The acquisition is made in stock exchange;
d) agreed unanimously at a general meeting other acquisition, and e
) Whether the cases provided for in articles 238 º and 239 º
While the actions mentioned in this article are in the hands of society, rights are suspended for them. Such actions have no effects on the computation of quorums and majorities, and its value must be reflected in a special account balance.
Article 105 º .- Control indirect actions
shares owned by a company which is controlled by the company issuing such shares does not give the holder the right to vote nor be counted for a quorum. Subsidiary means one in which, directly or indirectly owns more than fifty percent of shares entitled to vote or the right to choose the most appropriate board members to the company issuing the shares.
Article 106 .- Loans on one's own actions
In any case, society may make loans or loan guarantees, the guarantee of its own shares or to acquire them under the responsibility of directory.
Article 83 .- Building actions
The actions are created in the articles of incorporation or subsequently by agreement of the general meeting.
creation is null actions granting the right to receive returns with no distributable profits.
may be granted to certain actions the right to maximum performance, minimum or fixed, cumulative or not, always subject to the existence of distributable profits.
Article 84 .- Issuance of shares
The shares are only issued once they have been subscribed and paid in at least twenty-five percent of their nominal value, except as provided in the following paragraph.
the issuance of shares in the case of contributions in kind shall be as provided in Article 76 º.
rights under the issued shares are independent of whether they are represented by certificates of provisional or definitive, book entries or in any other manner permitted by law
Article 85 º .- The amount to be paid on shares
The amount payable by the actions stated in the deed of constitution or by the general meeting to agree the capital increase.
The sum obtained in the placement of shares on its face value is a capital grant.
The terms and conditions of payment of the premium and the implementation thereof are subject to the stipulations of the law, the public deed or agreement of the general meeting.
If the value of placing the action is lower than its nominal value, the difference is reflected as a loss of placement.
shares placed by lower amount at face value are considered for all purposes fully paid at face value when you cancel your placement value.
Article 86 º .- Additional obligations to pay the action
The social pact or agreement to increase capital can be established that the subscribers of a part or all actions assume certain obligations in favor of other shareholders, society or others, in addition to paying its value is nominal or placement. These additional obligations may be monetary or not, and should fall on all actions of society or all the shares of a particular class.
Obligations should be included in additional certificates, book-entry or any other form of representation of such actions .
Article 87 º .- Issuance of certificates of shares
is null issuance of shares and alienation from them before the registration of the company or capital gain concerned. As an exception, provided it has complied with the provisions of the first and second paragraphs of Article 84 º and the statute permits may be issued provisional certificates actions with the explicit indication that the registration is pending society and in case of transfer, the transferee is jointly with all the sellers that precede it by the obligations they may incur in his capacity as shareholder and according to law, the original owner of the certificates against the company, other shareholders or third parties. Where
of incorporation or capital increase supply to third parties, the certificates referred to in Article 59 shall be freely transferable subject to the rules governing the transfer of rights.
Article 88 º .-
Share classes may be several classes of shares. The difference may involve rights under their holders, in his / her obligations or both at once. All shares of a class enjoy the same rights and shall be responsible for these obligations.
The creation of classes of shares can be in the articles of incorporation or by agreement of the general meeting.
The elimination of any class of shares and amendment of the rights and obligations of the actions of any kind is agreed with the requirements for amending the statute, subject to prior approval required special meeting of holders of shares class to eliminate or whose rights or obligations are modified.
When the elimination of class actions or changes terms and conditions that were created involving the modification or elimination of the obligations the holders might have taken against the company, other shareholders or others, will require the approval of those affected with the elimination of the class of shares or the change in his / her obligations.
The bylaws may establish assumptions for the conversion of shares of one class into shares of another, without requiring the agreement of the general meeting or special meeting or the amendment of the statute. It will only be necessary to amend the statute if it disappears as a result of a class of shares.
Article 89 .- Severability
action The shares are indivisible. The co-owners of shares should designate one person for the exercise of shareholder rights and respond jointly to society for all obligations arising from the quality of shareholders. The designation shall be signed by a legally notarized letter, signed by co-owners representing more than fifty percent of the rights and claims on ownership shares.
Article 90 º .- Representation of the action
All shares held by a shareholder must be represented by a single person, unless other the statute or in the case of shares belonging individually to different people but society appears registered in the name of a custodian or depository.
If he had given pledge or usufruct on shares and would have ceded the right to vote on the part of them, such actions may be represented by the corresponding under the master deed of pledge or usufruct.
When the shares belonging to the same shareholders are represented by more than one person because it allows the status, rights referred to Articles 140 º and 200 º can be exercised only when all the representatives of shareholders eligible under these provisions.
Article 91 .- Property action
The company believes the action owner who appears as such on the registration of shares.
When litigate the ownership of shares shall be permitted to exercise shareholder rights, who appears in society registered as owner thereof except by judicial mandate.
Article 92 º .- actions
Registration The registration of shares is recorded creating actions as appropriate in accordance with the provisions of Article 83 º. Also noted in the plate the issuance of shares as provided in Article 84 degrees, whether represented by certificates of provisional or definitive.
enrollment transfers are also recorded, swaps and stock splits, the creation of duties and taxes on them, the restrictions on transfer of shares and shareholders agreements between shareholders or others that deal with the or actions aimed at exercising the rights attached to them.
The share register will be opened in a special book for that purpose or in sheets, duly authenticated, or through online registration or in any other manner permitted by law. It can simultaneously use two or more of the systems described above, in case of discrepancy prevail as noted in the book or on loose sheets, as appropriate.
regime representing book-entry securities is governed by the laws of the stock market.
Article 93 º .- Communication
society acts referred to in the second paragraph of the preceding article, must be communicated in writing to the company for entry in the share register .
When actions are represented by certificates, such transmission may be credited with delivering the company's certificate with proof of the transfer made on behalf of the purchaser or any other written form. The company will only accept the assignments made by the person who appears in your registration as owner of the action or his representative. If two or more assignments in the same certificate, the corporation may require that the successive transfer be credited by other means, observing the requirements established by the Securities Act.
Article 94 .- Establishment of non-voting shares
You can create one or more classes of shares without voting rights.
The non-voting shares are not counted in determining The quorum for general meetings.
Article 95 º .- voting shares
The voting share confers on its holder as a shareholder and attributed, at least the following rights:
1. Participate in the distribution of profits and net worth resulting from the settlement;
2. Speak and vote at general meetings or special, as appropriate;
3. Supervise in the manner prescribed by law and statute, the corporate business management;
4. Be preferred, with the exceptions as provided in this Act, to:
a) The subscription of shares in case aumento del capital social y en los demás casos de colocación de acciones; y
b) La suscripción de obligaciones u otros títulos convertibles o con derecho a ser convertidos en acciones; y,
5. Separarse de la sociedad en los casos previstos en la ley y en el estatuto.
Artículo 96º.- Acciones sin derecho a voto
La acción sin derecho a voto confiere a su titular la calidad de accionista y le atribuye, cuando menos, los siguientes derechos:
1. Participar en el reparto de utilidades y en el del patrimonio neto resultante de la liquidación con la preferencia que se indica en el artículo 97º;
2. Ser informado cuando menos semestralmente activities and management of the company;
3. Challenge agreements that violate their rights;
4. Separate from the company as provided by law and the statute, and,
5. In case of capital increase:
a) subscribe for shares with voting rights in proportion to their equity in the event that the general meeting agreed to raise capital only through the creation of shares with voting rights.
b) To subscribe for shares with voting rights in proportion and the number needed to keep your equity, if the board agreed that the increase includes the creation of non-voting shares, but in insufficient numbers for holders of these shares retain their equity.
c) to subscribe for shares without voting rights in proportion to their equity in cases of capital increase in which the agreement of the general meeting is not limited to the creation of shares with voting rights or the Where agreed to raise capital only through the creation of non-voting shares.
d) A sign bonds or other securities convertible or entitled to be converted into action, applying the rules of the previous paragraphs as appropriate to the respective issuance of bonds or convertible securities.
Article 97 .- Preference shares without voting rights
The non-voting shares give their holders the right to receive the dividend preference established by the statute. Existing
distributable profits, the company is required to preferential distribution of the dividend referred to above.
If liquidation of the company, the non-voting shares give the holder the right to obtain reimbursement of the nominal value of shares, minus any liabilities for dividends, they pay the face value of the other actions.
Article 98 .- Treasury stock
In the covenant social or capital increase agreement, the corporation may issue shares with or without voting rights, which are held in the portfolio. The treasury shares, as they are not issued, can not take the capital account balance. They are only issued by the company they are subscribed and paid in at least twenty-five percent of the nominal value of each. The deed of incorporation or capital increase agreement also sets the terms and conditions of issue.
The rights attached to shares held only generated when issued. When were taken by the placement of these shares to a third party is required, in addition, it communicates its emission society.
portfolio shares created under this article may not represent more than twenty percent of the total number of shares issued.
Article 99 .- Subscription
share holding Except as provided in Article 259 º shareholders have the preferential right to subscribe for shares in the portfolio. When the company resolves to issue delivered to the appropriate shareholders preferential subscription certificates.
The right of first refusal, in this case, is done within a maximum period of five days counted from the date on which the company announced the placement of treasury shares.
Article 100 .- certificates and other forms of action representation
issued shares, whatever their class, are represented by certificates, by book entries or in any other manner permitted by law.
share certificates, whether provisional or final, must contain at least the following information:
1 The name of the company, address, duration, date of the public deed, the notary before which was granted and details of company registration in the Register;
2. The amount of capital and nominal value of each share;
3. The stock certificate representing the class to which it belongs and the rights and obligations inherent in the action;
4. The amount paid or indication to be fully paid;
5. Levies or charges that may be imposed on the action;
6. Any limitation on its transmissibility, and
7. The date of issue and certificate number.
The certificate is signed by two directors, unless the statute provides otherwise.
Article 101 .- Restrictions and Prohibitions on actions
limitations on transfer the lien or the affectation of actions can mean the absolute prohibition of transfer, encumber or affect.
Restrictions on the free transferability of shares is mandatory for the company when they are covered in the articles of incorporation, the bylaws or originating in agreements among shareholders or between shareholders and third parties have been notified to the company. Limitations are noted on the registration of shares and the corresponding certificate.
When they set the articles of incorporation or the bylaws or the appropriate owner of such actions, is valid temporarily prohibiting the transfer, encumber or otherwise affect stock.
Equally valid is temporarily prohibiting the transfer, encumber or affect actions taken by agreement of the general meeting, in which case only reaches to the actions of those who voted in favor of the agreement, must be separated during the same proceedings in one or more classes, not to govern in this case the requirements of law or statute for the amendment of the statute.
The ban should be for a fixed or determinable and may not exceed ten years before the expiration be extended for periods not exceeding. The terms and conditions of the temporary ban should be placed on the registration of shares and certificates, book-entry or other document evidencing ownership of the respective action.
Article 102 .- Transfer of shares involved additional obligations
Unless the social contract, statute or agreement with third parties provide otherwise, the transfer of shares whose ownership is mirrored by the performance of obligations to society, other stakeholders or others, shall include, where appropriate, with the approval by the company, shareholders or third parties in whose favor the obligation has been agreed. Such approval is not required when severally obligated to ensure compliance, if the nature of the required permits.
Article 103 º .- Option for shares
When you set the deed of constitution or the General Meeting by the affirmative vote of shareholders representing the entire subscribed shares with voting rights, society can give certain shareholders or third option subscribe new shares within certain time limits, terms and conditions. The option term not exceeding two years.
Unless the terms of the option so provides, the provision does not prevent the company during its term capital gains agreed the creation of treasury shares or bonds convertible into shares.
Article 104 º .- Acquisition by society for their own actions
The corporation may acquire its own shares from the capital only to amortize, before the capital reduction agreement adopted pursuant to law.
Where the acquisition of shares is made for amount greater than the nominal value, the difference may only be paid from profits and free reserves of the company.
Society may acquire its own shares to amortize without reducing the capital and no refund of the nominal value for shareholders, giving in exchange equity securities that give right to receive, for the period fixed, a percentage of distributable profits society. These titles are registered and transferable.
Society may acquire its own shares against profits and free reserves in the following cases:
1. To amortize without reducing the capital, in which case it requires prior approval of general meeting to increase proportionally the nominal value of other measures to ensure that social capital is divided between them in aliquots of equal value;
2. To amortize without reducing the capital as indicated in the previous paragraph but giving in exchange equity securities that grant the right to receive for a specified percentage of distributable profits of the company;
3. No need to write, when were acquired to avoid serious injury, in which case they must be sold within a period not exceeding two years, and
4. Amortize without the agreement of the general meeting to keep in portfolio for a maximum period of two years and in an amount no greater than ten percent of the subscribed capital.
Society may acquire its own shares free of charge in which case they may or may not amortize.
shares acquired by the company for consideration must be fully paid, unless the acquisition is to avoid serious injury.
The acquisition will be pro rata among the shareholders, except that:
a) purchase to avoid a serious injury;
b) acquired free of charge;
c) The acquisition is made in stock exchange;
d) agreed unanimously at a general meeting other acquisition, and e
) Whether the cases provided for in articles 238 º and 239 º
While the actions mentioned in this article are in the hands of society, rights are suspended for them. Such actions have no effects on the computation of quorums and majorities, and its value must be reflected in a special account balance.
Article 105 º .- Control indirect actions
shares owned by a company which is controlled by the company issuing such shares does not give the holder the right to vote nor be counted for a quorum. Subsidiary means one in which, directly or indirectly owns more than fifty percent of shares entitled to vote or the right to choose the most appropriate board members to the company issuing the shares.
Article 106 .- Loans on one's own actions
In any case, society may make loans or loan guarantees, the guarantee of its own shares or to acquire them under the responsibility of directory.
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