Disposiciones transitorias. Articulo I

By resolution adopted by the partners, any company constituted prior to the entry into force of this Code may voluntarily elect to be subject to its provisions, amending its deed of incorporation. In public limited companies (S.A.), such resolution must be adopted with the favorable vote of the majority that, according to its deed of incorporation or bylaws, is required to approve a resolution of the extraordinary general meeting.

In companies that are not public limited companies, said resolution shall be adopted following the procedure established in article 41 of this Code, but dissenting partners may exercise the right of separation granted to them by article 16.

The resolution to voluntarily submit to the provisions of this Code shall be formalized in a public deed, which for tax purposes shall be of indeterminate value and shall not be subject to the payment of any municipal tax.

The registration fees, in that case, shall be one third of what would correspond, in accordance with the respective tariff.

If companies constituted under prior mercantile legislation extend their term or undergo any amendment to their deed of incorporation or bylaws, they must take the necessary measures to adapt their operation to the provisions of this Code.

Any company constituted prior to the entry into force of this Code that extends its term after it enters into force shall be governed by the provisions of this law.

In the cases referred to in articles 2 and 3 above, the registrar shall limit itself to qualifying the legality of the instruments executed to comply with them and must refrain from making any qualification as to the acts of incorporation or of prior extensions or amendments to the deed of incorporation.

The administrative files that are in process when this Code enters into force and that have as their object the approval of bylaws and the recognition of the legal personality of public limited companies, or the amendment of their deed of incorporation or bylaws, or the increase or reduction of capital, shall be transferred immediately to the Mercantile Registry. Upon receiving them, the registrar shall make this known to the interested parties and shall set a time limit of sixty days for them to adapt their deed of incorporation to the provisions of this Code.

The same procedure shall be followed with the deeds of incorporation, amendment or extension of mercantile companies that are pending registration in the registry of Legal Persons, whose files shall be forwarded by the civil registrars to the Mercantile Registry for the purposes of the preceding paragraph.

The instruments that must be executed to adapt the organization or operation of such companies or amendments or extensions to the provisions of this Code shall be taxed as of indeterminate value.

Companies constituted in civil form and having as their purpose commerce in any of its forms or the respective activities shall have a term of one year from the entry into force of this Code to transform into mercantile companies and are obliged to register with the Mercantile Registry, in the form established in article II. If such companies do not proceed with their reorganization in mercantile form, they shall be subject to the provisions of this Code relating to the general partnership.

* Registration in the corresponding Mercantile Registry is mandatory for all persons, enterprises, acts, facts and relationships detailed in articles 334 to 338 of this Code, within a time limit that expires on June 30, 1974.

For this purpose, it is sufficient to submit a legalized copy of the documents that may be applicable, in accordance with articles 345 and 351 of this Code.

The persons listed in article 340 may request such registration.

Failure to register within the time limit indicated above shall be sanctioned by the mercantile registrar with a fine of ten to five hundred quetzales. After the first of March of one thousand nine hundred seventy-one, no court and public office shall admit documents subject to registration that are not endorsed by the Mercantile Registry.

* The time limit is extended by Article 2 of Decree of the Congress Number 43-70 on 01-07-1970.

* Its time limit is extended by Article 1 of Decree of the Congress Number 65-71 on 28-06-1971.

* Its time limit is extended by Article 1 of Decree of the Congress Number 40-72 on 29-06-1972.

*Extended by Article 1 of Decree of the Congress Number 59-73 on 02-08-1973.

The mercantile registry must be organized and functioning as of the date on which this law enters into force.

The Executive Branch must issue the Regulation of the Mercantile Registry, which shall be proposed by the mercantile registrar, including the respective tariff.

The Ministry of Economy is entrusted with making the necessary arrangements for the proper establishment of the Mercantile Registry of the Capital and for the organization of the other registries. The Ministry of Finance and Public Credit shall make the budgetary transfers for the due compliance with this law.

The authorization of books and of registers established in article 372 shall begin to be made by the Mercantile Registry of the capital as of the date of entry into force of this law. In the other registries it shall be made as of the date that the Ministry of Economy determines.

The provisions of this Code relating to prescription shall not apply in all those cases in which it has already begun to run in accordance with the previous law.

The Executive Branch shall issue, through the Ministry of Economy, the regulations necessary for obtaining the license of commission agent, broker, auctioneer and others established by this law. Until that occurs, such licenses shall continue to be issued by the Ministry of Economy, fulfilling the requirements established by the regulations currently in force.

Merchants must adjust their accounting to what is ordered in this Code, when they begin their first fiscal year following its entry into force.

Commercial proceedings that are in progress upon the entry into force of this Code shall continue under the procedure established by the Code of Civil and Commercial Procedure.

Commercial proceedings initiated as of the entry into force of this Code shall be conducted under the procedure established by this law, even if the legal relationship or transaction, the act, contract or negotiable instrument that serves as their basis was constituted, granted, created or issued in accordance with previous legislation.

The intrinsic conditions and the requirements of form necessary for the validity of the negotiable instruments issued or created prior to the date of entry into force of this Code shall be governed by the laws in accordance with which they were issued or created.

The effects that, upon the entry into force of this Code, are still being produced by the negotiable instruments issued or created based on the laws and regulations that this Code repeals, shall be governed by the provisions of this Code, provided that their application is not retroactive.

The admissibility of the evidence and the effects of the legal presumptions relating to negotiable instruments shall be governed by the law in force when the legal relationship was constituted or the fact that is the object of proof or serves as the basis for the presumptions occurred.

The liability incurred by the persons who have participated in the issuance or creation of negotiable instruments shall be governed by the laws in force at the time when the fact from which that liability results took place.

The protest of the negotiable instruments issued during the term of previous laws shall be made in accordance with what is determined by Section Four of Chapter V of Title One of Book Three of this Code.

The prescription period established by article 253 of this Code shall begin to run as of its entry into force, as regards the sums corresponding to shareholders of companies liquidated under previous laws and which have not yet been collected.

Within the two months following the entry into force of this Code, the liquidators of the companies referred to in article 253 must deposit such sums in a bank of the system, with the indication of the name of the shareholder, if the share is registered, or of the number of the share if it is bearer.

For sales and for the provision of services, of any nature, the Tax on Stamped Paper and Stamps must be paid, in accordance with the respective law, whether or not there is an obligation to issue an invoice in accordance with the provisions of this law.