Libro I · Título I · Capítulo VI Sección Primera. Disposiciones Generales

A public limited company is one that has the capital divided and represented by shares. The liability of each shareholder is limited to the payment of the shares he has subscribed.

The public limited company is identified by a denomination, which may be formed freely, with the mandatory addition of the words: Sociedad Anónima, which may be abbreviated S.A.

The denomination may contain the name of a founding partner or the surnames of two or more of them, but in this case, the designation of the principal object of the company must likewise be included.

The authorized capital of a public limited company is the maximum sum that the company may issue in shares, without the need to formalize a capital increase. The authorized capital may be totally or partially subscribed upon incorporation of the company and must be expressed in its deed of incorporation.

At the moment of subscribing shares it is indispensable to pay at least twenty-five percent (25%) of their nominal value.

The initial paid-in capital of the public limited company must be at least five thousand quetzales (Q5, 000.00).

The shares may be paid in whole or in part by means of contributions in kind, in which case the provisions of article 27 shall apply.

The cash contributions must be deposited in a bank in the name of the company and, in the deed of incorporation, the notary must certify that fact.

The authorized capital may not be announced without indicating at the same time the paid-in capital. The infringement of this article shall be sanctioned ex officio by the Mercantile Registry with a fine of twenty-five to five hundred quetzales, and the publications and corrections shall be made at the expense of the infringer.

The partners who contribute property consisting of patents of invention, pre-feasibility and feasibility studies, preparation costs for the creation of the company, as well as the appraisal of the promotion and founding of the same, in accordance with the provisions of article 27, may not stipulate any benefit in their favor that impairs the capital, neither at the time of incorporation nor at the moment of dissolving and liquidating the company, any agreement to the contrary being null.

The participation granted to the founders in the annual net profits shall not exceed ten percent, nor may it cover a period of more than ten years from the incorporation of the company. This participation may not be paid except after having paid the shareholders a dividend of at least five percent (5%) on the nominal value of their shares.

To evidence the participation referred to in the preceding article, special instruments called founder's bonds or certificates shall be issued, subject to the provisions of the following articles.

The founder's bonds or certificates shall not be computed in the share capital, shall not authorize their holders to participate in it upon the dissolution of the company nor to intervene in its administration. They only confer the right to receive the participation in the profits that the bond or certificate expresses and for the time indicated in the same.

The founder's bonds or certificates may be registered or bearer and must contain:

1ºThe expression: Bono or certificado de fundador in visible characters.

2ºThe denomination, domicile, duration, capital of the company and date of incorporation.

3ºThe ordinal number of the bond and the indication of the total number of the bonds issued.

4ºThe participation corresponding to the bond in the profits and the time during which it must be paid.

5ºSignature of the administrators.