Non-compliance with the business-in-progress hypothesis at the end of the financial year, in accordance with the provisions of current regulations, will constitute grounds for the dissolution of a commercial company.


When its occurrence can be reasonably verified, the corporate administrators will refrain from starting new operations, other than those of the ordinary course of business, and will immediately convene the General Shareholders' Meeting or the partners' meeting to fully and documentally report said situation, in order for the highest corporate body to adopt the pertinent decisions regarding the continuity or dissolution and liquidation of the company, under penalty of being jointly and severally liable for the damages caused to associates or third parties due to breach of this duty.

Notwithstanding the foregoing, the company administrators must convene the highest corporate body immediately, when the analysis of the financial statements and the projections of the company can establish patrimonial deterioration and insolvency risks, under penalty of being jointly and severally liable for the damages. caused to associates or third parties for breach of this duty. The national Government may establish in the regulation the financial reasons or criteria for the effect.

FIRST PARAGRAPH. Mentions made in any rule relating to the cause of dissolution due to losses shall be understood as referring to this cause. The obligations established in this regulation will be equally enforceable to the branches of foreign companies.

SECOND PARAGRAPH. Repeal numeral 7 of article 34 of Law 1258 of 2008, as well as articles 342, 351, 370, 458, 459, 490, numeral 2 of article 457 of Decree 410 of 1971.”

Click here to download document.

This Global Block does not have any content.