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A record is a document which by law is authentic on its own; this means that there is a presumption of its origin by virtue of its issuance and signature on the document, and it is suitable for registration.
Keep in mind that the chair and the secretary of the meeting (the former acting as moderator of the session and the latter acting as administrative support in the meeting session), will attest to the validity and veracity of the record with their signature.
Upon registering the record in the Commercial or Non-profit Registry, it becomes a public document and any falsehood claimed upon it may be assessed by criminal justice (Prosecutor's Office and Criminal Courts), who will determine if the people that signed the document committed any type of crime for having generated a falsehood in a public document.
A private document is a letter signed by the grantor and is authenticated on its own, therefore, when its issuer exercises rights in the document (example: when there is a commitment to sell a certain good - as a commercial establishment would - or when there is a commitment to contribute their equity to incorporate a company), in addition to being signed, it must be recognized before a notary public or be submitted personally before the Secretary of the Chamber of Commerce (with which the issuer will be verified as that which appears in the document).
Given such characteristics the certificates issued for in increase in subscribed or paid capital for commercial companies, issued by a tax auditor (or accountant in case the company is not obligated to have this figure) should only appear with the signing of the document.
These rules refer to:
How, when, where and what prerequisites must be met so that partners can meet at an Associates Meeting or at a Shareholders Meeting or so the founders or associates can meet in an Associates or Founders Assembly.
If the by-laws state that the legal representative must be appointed by the Board of directors or Administrative Council (without giving clear and explicit powers to another body), then only the Board of Directors or the Administrative Council will be the competent body able to issue this decision, without including other bodies such as the Shareholders' Assembly, Associates' or Founders' Assembly.
The by-laws form part of the contract and as such are the law for the signing parties and they agreed to participate in the company or entity under these "rules of the game".
If the by-laws contain a gap on any subject, commercial law (the Commercial Code (spanish version) for commercial companies and Law 1258 of 2008 for simplified stock companies (SAS)) will replace the rules that must be followed in the case at hand for the company. In the case of non-profit entities, it will be the legislation applicable to each (Civil Code, Law 79 of 1988 and other standards that regulate them).
The Chamber of Commerce of Bogotá, as the administrative authority of public records, will formally ensure that the record contains clear, express and in no uncertain terms, the data showing compliance with the rules expressed in the by-laws.
Keep the following in mind:
Be clear and precise, the information you provide cannot give grounds for interpretation and must literally contain the "rules of game" set forth in the statutes.
The record template is based on the minimum requirements of the Commercial Code (spanish version) (article 189) and is proposed to allow you to sign some of the records that are subject to registration established in this document (point 1).
The established model is based on the basic and minimum requirements set forth by Law 1258 of 2008 with which they may be registered in the Commercial registry.
However, because of the advantages provided for in this law, simplified stock companies have a legal flexibility that allows them to be freely regulated and have its by-laws adjusted in accordance with the needs of your business.
Therefore, the by-laws proposed should not be understood as the only rule and as a strict by-law regulation for the SAS.
The company can use the template we provide as a starting point and extend it in the terms that it deems appropriate. Do not forget that, in order to incorporate this type of company, the requirements of article 5 of Law 2008 of 1258 must be fulfilled.
The established model is based on the basic and minimum requirements set forth by article 40 of Law 2150 of 1995 with which they may be registered in the non-profit entities registry. The proposed by-laws should not be understood as the only rule and as a strict statutory regulation. The entity may use the template we present as a starting point and extend it in terms that it deems appropriate. Keep in mind that in order to be able to incorporate a non-profit entity, it must comply with the requirements of article 40 of Law Decree 2150 of 1995.