Frequently asked questions
A: Establish the method or way in which the decision was made
B: Find the certificates: Type of certificate you would like to register
A certificate is a document that by its nature is legally authentic. This means that with the issuance and signing of the document, there is a presumption of its origin and it is adequate for your registration.
Keep in mind that it will be the chair and secretary of the meeting (the first as moderator of the session and the second as administrative support in the development of the meeting) who will testify to the validity and accuracy of the certificate with their signature.
By being registered on the merchant’s or non-profit entity registry, the certificate becomes a public document and any alleged misrepresentation thereof may be assessed by criminal justice (district attorney and criminal courts), which shall determine whether those who signed the document committed any crime by generating a misrepresentation in a public document.
The private document is signed by its grantor and it is not authentic in itself. Therefore, when its issuer disposes of rights in the document (for example, when the sale of goods are agreed, such as commercial establishments, or when equity is committed to incorporate a company), as well as being signed, this document must be recognized before a notary or be personally submitted to the secretary of the chamber of commerce (who will verify that its issuer is effectively is the person stated therein).
Due to said features, the certificates of increase in subscribed and/or paid-in capital issued by a statutory auditor (or accountant if the company is not required to have an auditor) may only be submitted with the signing of the document.
Have the bylaws of your company or entity, because this document contains the “game rules” with which the meeting was held or decision was made.
These rules refer to:
How, when, where and what prerequisites need to be met so that the partners can meet at a partners’ or shareholders’ meeting or so that the founders or associates can meet at a meeting of associates or founders.
If the bylaws indicate that the registered agent may be appointed by the board of directors or management board (without the clear and express legal authority of another body), only the board of directors or management board shall be authorized to make this decision, with no other bodies having this authority, such as the meeting of shareholders.
The bylaws are part of the contract and as such, they bind the parties that signed them by law and they accept to participate in the company or organization under these “game rules”.
If the bylaws present a gap on any issue, commercial legislation (Code of Commerce for Commercial Companies and Law 1258 of 2008 for simplified stock companies) shall provide the regulations that need to be applied for companies. In the case of non-profit entities, the applicable legislation for each one shall be used (Civil Code, Law 79 of 1988 and other regulations that govern them).
As the administrative authority of public registries, the Chamber of Commerce shall officially check that the certificate clearly and expressly contains the information that demonstrates compliance with the bylaws without room for interpretation.
Keep in mind:
Be clear and precise. The information that you provide must not have room for interpretation and must literally contain the “game rules” established in the bylaws.
The certificate template is based on the minimum requirements of the code and it is established to enable the registration of some of the certificates subject to registration stated in this document (point 1).
The established template is based on the minimum and basic requirements established in Law 1258 of 2008 to be on the merchant’s registry.
However, due to the advantages established in this law, simplified stock companies have legal flexibility that enables them to freely regulate themselves and adjust their bylaws according to the needs of their business.
Therefore, the proposed bylaw does not need to be established as a sole rule of strict statutory regulation for the simplified stock company.
The company can take the template we provide as a basis and extend it according to the terms it deems convenient. Do not forget that to be able to incorporate a company of this kind, you need to meet the requirements of Article 5 of Law 1258 of 2008.
The established template is based on the minimum and basic requirements established in the article 40 of Decree 2150 of 1995, with which registration as a non-profit entity is possible. The proposed bylaw does not need to be established as a sole rule of strict statutory regulation.
The entity can take the template we provide as a basis and extend it according to the terms it deems convenient. Take this into account in order to find a non-profit entity.