SECTION SEVEN .- SPECIAL FORMS CORPORATION PART II .- .- Article 249 º .- Definition
corporation is open when you meet one or more of the following conditions:
1. Has made IPO shares or convertible bonds;
2. Has more than seven hundred fifty shareholders;
3. More than thirty-five percent of its capital belongs to one hundred and seventy-five or more shareholders, regardless of this issue within those individual shareholders whose shareholding does not reach two per thousand of the capital or exceed five percent of the capital;
4. It constitutes as such, or,
5. All voting shareholders unanimously approved the adjustment to the scheme.
Article 250 º .- Title
The name must include the words "Open Company" or the abbreviation "SAA".
Article 251 º .- Regime
The stock corporation is governed by the rules of this Section and as a supplement by the rules of the corporation, as may be applicable.
Article 252 .- Registration No.
The public company must register all its shares in the Public Registry of Securities.
not compulsory registration of the class or classes of shares that are subject to provisions that restrict the free transfer, restrict the negotiation or granting preferential right to purchase the same arising from resolutions adopted prior to the verification of the assumptions under subparagraphs 1), 2) and 3) of Article 249 or fully subscribed, directly or indirectly, by the State.
The exception application for registration is in force pending the said provisions and if she determines that the public company can not enter other classes of shares in the Public Registry of Securities.
Article 253 º .- Control CONASEV
The National Supervisory Commission for Companies and Securities is responsible for supervising and controlling the public company, being empowered to regulate the provisions relating to the companies contained in this Section, with oversight and control is in charge. In this regard and in addition to the powers specifically listed in this section, enjoys the following:
1. Require adjustment to public company, if applicable;
2. Require the adaptation of another public company as a corporation if applicable;
3. Require the presentation of financial information and, at the request of shareholders representing at least five percent of the subscribed capital, other information related to societal progress that is article 261 °, and
4. Convene a general meeting or special meeting if the company fails to do so in the opportunities provided by law or statute.
5. Determine violations of the provisions of this Section, as well as the rules adopted CONASEV, according to the provisions of this Article which are punishable conduct and impose appropriate sanctions. "
Article 254 º .- Provisions invalid are invalid
stipulations incorporation or the status of public company containing:
1. Limitations on the free transferability of shares;
2. Any form of restriction on the trading of the shares, or
3. A right of preference shareholders or company to acquire shares if they transfer.
The open corporation does not recognize the agreements of shareholders containing limitations, restrictions or preferences referred to above, even when notify and register with the society.
The provisions of this article does not apply to classes of shares not registered in accordance with the provisions of Article 252 º.
Article 255 º .- request call by the shareholders
In the public company the number of shares required according to Article 117 to request the convening of general meeting is five percent of the shares subscribed with the right to vote.
When the application is refused or beyond the period indicated in that article made the call without the will the National Supervisory Commission for Companies and Securities.
The provisions of this article applies to orders to convene special meetings.
Article 256 º .- attendance law
joint stock corporation in the anticipation that the shares must be registered for purposes of Article 121 º is ten days.
Article 257 º .-
Quorum and majority in the corporation open to the general meeting to be validly adopted relating to matters referred to in article 126 is required at least the audience, at first call, from fifty percent of the subscribed shares with voting rights.
just the second call the attendance of at least twenty five percent of the subscribed shares with voting rights.
If this quorum is not reached on second call, the general meeting takes place in third call, being enough the existence of any number of subscribed shares with voting rights. Unless
as provided in the following article published in a notice only two or more calls, the second call a general meeting must be held within thirty days of the first and the third call within that same period of the second.
Resolutions are adopted in any case, by an absolute majority subscribed shares with voting rights represented at the meeting.
The statute can not require higher quorum or majority.
The provisions of this section also applies, where appropriate, special meetings of the listed corporation.
Article 258 º. - Publication of call
Anticipating the publication of the notice convening a general meeting of the open corporation is twenty-five days.
A single notice may be stated more than one call. In this case between the two call should not mean less than three nor more than ten days.
Article 259 º .- Capital increase without preferential right
The capital increase due to new contributions to the public corporation may provide that shareholders do not have a preferential right to subscribe for shares to be created provided that the following requirements:
1. The agreement has been adopted in the manner and with a quorum as appropriate in accordance with the provisions of Article 257 º and also has the vote of not less than forty per cent of the subscribed shares with voting rights and,
2. That increase is not intended directly or indirectly, to improve the shareholding of any shareholder.
exception, the agreement may be adopted with a number of votes less than that indicated in paragraph 1. above, provided that the shares to be created will be offered to the public.
Article 260 º .- annual external audit
The public company has annual audit by external auditors who are selected and registered business in the Single Register of Audit Companies. Ar
Article 261 .- Right of information outside of Board
The stock corporation must provide the information requested by outside board, shareholders representing not less than five percent of the capital stock, provided that it is not Fact or reserved cases where disclosure could cause harm to society.
In case of dispute over the confidential or sensitive information meets the National Supervisory Commission for Companies and Securities.
Article 262 .- Right separation
When a public company agrees to exclude the Public Registry of Securities Market shares or debt that is inscribed in the register and that determines who loses his capacity as such and must be adapted to another corporate form, shareholders who did not vote for the agreement, have the right to withdraw in accordance with the provisions of Article 200 º. The right of separation must be exercised within ten days from the date of registration of adaptation in the registry.
Article 262 °-A .- Procedure for the protection of minority shareholders
In order to effectively protect the rights of minority shareholders, the Company must publish in a period not exceeding sixty (60) DAYS OF Mandatory Annual Board referred to in Article 114 °:
1. The total number of unclaimed shares and their total value, according to the prevailing market price of securities. In the absence of current trading, must be entered nominal value of shares;
2. The total amount of uncollected dividends payable under the agreement and declaration of dividends;
3. The place where the lists with detailed information and the location and hours of care for minority shareholders to claim their shares and / or cash dividends;
4. The list of shareholders who have not claimed their actions and / or dividends, and
5. The amount of distribution expenses incurred as a result of procedural protection.
This publication will be made in the Official Journal and on the website of the Company. At the discretion of the Company, in addition, may other mass media.
For those companies are in liquidation, insolvency or with negative equity, the obligation referred to in the first paragraph of this Article, shall be satisfied with the mere publication of a notice indicating the place where it is the prior information required and hours.
Article 262 °-B .- Application for delivery of certificates representing shares and / or dividends
Those interested should visit the premises of the Company designated for that purpose, to request delivery of their actions and / or dividends. To this end, shall The following documents depending on whether natural or legal persons:
a) Identity card, attaching a copy of it;
b) The powers that prove the representation of the owner, if applicable;
c) Documents which shows the status as heir or legatee, if any;
d) Documents evidencing ownership of shares, as appropriate.
With the introduction of the documents any, specified in this Article, the Company shall deliver the shares and / or dividends within thirty (30) days. Expiry of that period without a statement of the Company means rejection of the application being expedited administrative procedure of dispute settlement referred to in Article 262 °-F.
Article 262 °-C .- Monitoring CONASEV
The Company, within sixty (60) days following the publication has referred to Article 262 °-A, send the following CONASEV :
a) A copy of the publication provided for in Article 262 °-A, both in the Official Journal and on the website of the Company;
b) A list of those shareholders who have proceeded to claim their certificates representing shares and / or cash dividends;
c) A list of shareholders who have not claimed their title to shares and / or dividends.
Article 262 °, D .- The analysis and certification
CONASEV analyze the received documentation referred to Article 262 °-C and if it complies with the relevant certificate issued stating that the Company complied with the procedure protection of minority shareholders.
Article 262 °-E .- Expenses
broadcast media costs resulting from the process of protecting minority shareholders shall be borne by the Company, which may deducted proportionally from uncashed dividends that would have given rise to the commencement of the procedure.
The deduction shall be made no later than fifteen (15) days of completion of the publication, otherwise it shall be presumed, without evidence to the contrary, that the costs of dissemination have been undertaken by the Company.
Article 262 °-F .- Settlement of disputes and complaints procedure
An applicant who is denied any delivery of shares and / or dividends, expressly or notional, can claim this fact to the CONASEV.
The complaint was filed with the Company, in a within fifteen (15) working days from notification of the refusal of the Company or constructive denial. It must be raised to the CONASEV, with the documents necessary to resolve that held by the Company, within three (3) business days. CONASEV must resolve the claim within ninety (90) days after receipt of the documents that may be submitted by the Company, without further ado that the analysis of them. Within this period, CONASEV may request any additional document the person concerned and the Company.
Article 262 °-G .- Effects of resolution
CONASEV
Notified CONASEV resolution, it may be subject to action under administrative law, within fifteen (15) days. In the event of being declared admissible the complaint, the resolution will not stay.
Once the period referred to in the preceding paragraph, without being contested administrative decision CONASEV, it becomes final.
If so, the shareholder in person at the Company with a copy of that resolution, so that it examines the delivery of the shares and / or dividends, within a period not exceeding fifteen (15 ) days of the filing.
article 262 °-H .- penalties and provisions of the CONASEV
If the Company fails to fulfill any obligation of protection of minority shareholders for in this Law or provisions issued by the CONASEV, it shall, with criteria of reasonableness and proportionality, the administrative sanctions of reprimand and a fine of not less than one (1) nor more than twenty-five (25) Tax Units.
CONASEV approved by board resolution, the rules concerning penalties for violations of this Act or provisions for the protection of minority shareholder rights.
Article 262 °-I .- Duty of trustees to make publications to protect minority shareholders
The trustees of the trust estate made under the provisions of Subchapter II of Title III, Section II, of Law No. 26702, the Financial System Act, the Insurance System and the Organic Law of the Superintendency of Banking and Insurance, which are intended to perform all necessary actions to protect shareholders' rights and promote the delivery of the shares and / or dividends owners are required to publish under this heritage, the ratio of shareholders who have not claimed their actions and / or those who have not paid their dividends or those whose actions have been found in a position of redemption.
publication should be done annually during the second quarter of each year in the Official Journal and on the website of the media, every thirty (30) days for three (3) consecutive months.
After thirty (30) days after the last publication, the Trustees shall proceed to publish and maintain on its website for a period of sixty (60) calendar days, the list of shareholders who have not claimed their actions and or collected their dividends.
Article 262 °-J .- Publication except
The obligation referred to in Article 262 °-A, shall be satisfied with the publication of a notice indicating where information is required on it and opening hours, provided that the cost of publication should not exceed 50% of total shares and / or dividends to be delivered.
