Members' Meeting and Ordinary General Assembly
In compliance with the provisions of Articles 181 and 422 of the Code of Commerce, we remind you that the highest corporate body of the company, the Shareholders' Meeting or General Assembly, must meet at least once a year, at the time established in the bylaws and in silence of these no later than March 31 of the current year, The purpose of this meeting will be to examine the situation of the corporation, appoint the administrators and other officers of its choice, determine the economic guidelines, consider the accounts and balance sheets of the last fiscal year, decide on the distribution of profits and agree on all the measures tending to ensure the fulfillment of the corporate purpose.
The following are some notes of interest for the holding of ordinary meetings:
Call: The call shall be made in accordance with the terms established in the bylaws, which must indicate who may call the meeting, the means of notification of the call and how far in advance it is to be made. In the event that the bylaws do not establish these terms or if any of them is missing, the call shall be made in accordance with the Law, in the following terms:
Convenor: The Meeting may be convened by the directors or by the statutory auditor. (Article 181 of the Code of Commerce).
Means by which the call is made:
This may be called by means of a notice to be published in a newspaper circulating in the main domicile of the corporation (Article 424 of the Code of Commerce).
Advance notice: In General Partnerships, Limited Partnerships, Joint Stock Companies, Limited Liability Companies and Corporations, the call must be made at least 15 working days in advance (Article 424 of the Code of Commerce). In Simplified Joint Stock Companies (S.A.S.) the call must be made at least 5 business days in advance (Article 20 of Law 1258). These terms must be counted as from the day following the notification of the notice and until the day before the meeting is held.
What the notice must contain: The notice must contain the name of the company, the name of the collegiate body to be convened, date, time, city and place of the meeting (Article 426 of the Commercial Code). It should be noted that the ordinary meeting must be held at the main domicile of the company, except in the case of an Assembly of a Simplified Joint Stock Company, which may meet outside the main domicile, even if a universal quorum is not present (Article 18 of Law 1258 of 2008).
Right of inspection: The partners or shareholders have the right to freely inspect by themselves or through their representatives the books and papers of the corporation. It should be noted that in General Partnerships, Limited Partnerships and Limited Liability Companies, the partners may exercise the right of inspection at any time (Articles 314, 328 and 369 of the Code of Commerce). In corporations, shareholders have the right of inspection within 15 business days prior to the ordinary meeting (Article 379 of the Commercial Code). Finally, in Simplified Joint Stock Companies (S.A.S.) shareholders may exercise their right of inspection within 5 business days prior to the ordinary meeting (Article 20 of Law 1258).
Representation of partners or shareholders: Any partner or shareholder may be represented at meetings of the Board of Partners or Assembly by means of a power of attorney, which must be in writing (letter, email, fax, among others), with full identification of the person to whom it is granted, to whom the latter may substitute it, and the date of the meeting for which it is granted. It is not necessary that the power of attorney contains authentication of signature or acknowledgment of content before a Notary Public.
Quorum: In order to hold the meeting it is necessary to have the presence or representation of a plural number of partners or shareholders, which varies depending on the type of corporation. Namely, in the General Partnership, in the absence of express stipulation in the bylaws, it will be the numerical majority of the associates, regardless of their contribution. In Limited Partnerships and Joint Stock Companies, it will be the numerical majority of the managers and with a plural number of limited partners representing at least half plus one of the quotas or shares into which the capital stock is divided. In Limited Liability Companies it will be a plural number of partners representing at least half plus one of the quotas into which the capital stock is divided. In Corporations, the meeting will deliberate with a plural number of partners representing at least one half plus one of the subscribed shares, unless a lower quorum is agreed upon in the bylaws; and finally, in Simplified Joint Stock Companies, unless otherwise stipulated in the bylaws, the meeting will deliberate with one or more shareholders representing at least one half plus one of the subscribed shares.
In the event that the call to the ordinary meeting of the Shareholders' Meeting or Assembly is not made, or is improperly made, the partners or shareholders may meet in their own right on the first business day of April at 10:00 a.m. at the main domicile of the corporation, and may deliberate and decide with any plural number of shares present (Article 422 of the Code of Commerce). In the event that the meeting is held, but there is not a quorum to deliberate, a second call for an Assembly or Shareholders' Meeting must be made (Article 429 of the Code of Commerce).
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