One of the main characteristics of the share is its free circulation; thus, as a general rule, the transfer of the shareholder’s rights is carried out without the need to obtain the consent of the other members; however, limitations may be imposed on this concession.
It is possible to establish a restriction in the articles of incorporation, stipulating that the transfer may only be made with the authorization of the board of directors, in which case the board may deny the request and appoint a buyer of the shares at the current market price (Article 130, LGSM).
Although this restriction is contrary to the nature of the shares as negotiable instruments, it is considered that the legislator implemented it with the purpose of safeguarding the rights of the company, allowing it to decide who may become a partner; but without harming the shareholder, since the refusal of the board will not affect his claim to transfer a percentage of his participation or withdraw from the company, since the shares will be sold, although not to the person he had previously requested.
Today we are going to deal with Articles 50 to 110, which comprise the first three sections of the Second Book, on Corporations, of the bill under discussion. I remind you that in the previous session we approved all the articles on the rules applicable to all corporations.
In this part of Book Two, the most important transformations of this law to be approved take place, and the most interesting contributions have been generated; therefore, I believe it is the richest part of the bill.
In this way, an assembly of subscribers is convened. Once the formation of this company has been subscribed, those persons who have made the contribution are called, and they must approve the investments that have been made, they must approve the accounts, they must make the appointments of the new management, the new board of directors, etc. Article 61 refers to the calling of the meeting, Article 62 to the holding of the meeting, Article 63 to the adoption of the agreements and Article 65 to the competence of the subscribers’ meeting.
Summary of Panamanian Law 32 of 1927
It is possible that they were the result of an unfortunate investment. Or perhaps they came as part of an inheritance. The fact is that they are there, generating expenses and without contributing, at least for the moment, anything. At this point the following question could arise: what do we do with the shares that are not listed on the stock exchange?
The same applies to those shares that have been definitively delisted. Let’s think of companies that, of their own free will, have taken the step of delisting, launching a delisting takeover bid, and that there are shareholders who have been left without going to the stock exchange. What is the situation for them?
Some may think that the problem is limited to the fact that they are not listed on an organized market such as the stock exchange, and that they cannot quickly find a buyer for them. The matter goes further. In order to be listed, shares must be represented by book entries, not as physical securities, which in turn imposes the existence of agents, of companies, which take charge of the deposit of these securities represented by book entries. And this service is not free. There are custody and administration fees.
Law 32 of 1927 updated
In Mexico, the Federal Government currently issues and places four different instruments in the local debt market. These are cetes, bonos, bondes and udibonos. In turn, the Instituto para la Protección al Ahorro Bancario (IPAB) places the so-called Bonos de Protección al Ahorro (BPAS), which, although issued by the Institute, have a credit guarantee from the Federal Government. Banco de México acts as financial agent in the placement of these securities, both those of the Federal Government and those of the IPAB. Below is a brief description of each of these securities. The following is a brief description of each one of these securities.
Regarding the control of the ownership of the securities, this is carried out through INDEVAL where an accounting record is kept of the holdings of instruments in the hands of financial institutions. Financial institutions, in turn, keep an accounting record of their clients’ holdings. This ensures control over securities holdings.