Abstract

ORTIZ CANO, MARÍA ISABEL. The Inconvenience of the Unanimity Requirement for Corporate Transformation: A Reflection about Article 31 of Law 1258/2008. Rev. Derecho Privado [online]. 2021, n.41, pp.147-185.  Epub Aug 23, 2021. ISSN 0123-4366.  https://doi.org/10.18601/01234366.n41.06.

This article introduces a thought about the scope of article 31 of Law 1258/2008 which includes the requirement of unanimous vote on the procedures for transforming a kind of company from the Colombian Commercial Code to a Simplified Joint Stock Company or vice versa as well as for the processes of merging and/or spin-offs where a Simplified Joint Stock Company results either created or beneficiary. Regarding this requirement, it is possible to warn about its inconvenience because it goes against the freedom to choose the corporate type principle, and about its uselessness, given that there are better mechanisms that prevent the abuse of rights by the majority of stockholders.

Keywords : contractual freedom; Commercial Code companies; simplified joint stock company; transformation; unanimity.

        · abstract in Spanish     · text in Spanish     · Spanish ( pdf )