COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Juan David Velasco, Natalia Ponce de León and Angelica Navarro, Baker McKenzie S.A.S.
registration process with the chamber of commerce often takes between one and two weeks. 3.3 Ongoing Reporting and Disclosure Obligations Companies are required to report changes in manage - ment to the chamber of commerce within a month of the change being completed. Additionally, companies must register if they are under the control of another entity and report any changes to such controlling structure within 30 business days. Any amendments to the company’s name, legal address or social activi - ty must be registered. Any changes in capital, whether increases or decreases, must also be reported to the chamber of commerce. Private companies are required by Colombian law to fulfil the following main periodic obligations. • Companies, foreign company branches, and com - mercial establishments must renew their com - mercial registration ( matrícula mercantil ) with the chamber of commerce by March 31st each year. • Companies are required to convene an annual meeting of the General Shareholders Assembly to approve the year-end financial statements, annual reports and dividend distribution. The annual meet - ing must be summoned with at least 15 business days’ notice for corporations (SA) and at least five business days’ notice for simplified stock corpora - tions (SAS). • If the company is under permanent supervision or control by the companies regulator ( Superin- tendencia de Sociedades ), or if the company has received a special request for information, it has to submit the financial statements along with their notes, management report, statutory auditor’s report and other required documents to the Super- intendencia de Sociedades . In addition, companies in a business group must provide consolidated or combined financial statements to the Superintend- encia de Sociedades , as applicable. • The financial statements, notes and report must be filed with the chamber of commerce, unless these have already been submitted to the Superintenden- cia de Sociedades . • The ultimate beneficial owner (UBO) of the com - pany must be registered in the single registry of
UBOs administered by the Colombian tax authority. The UBO must be an individual person. Identifying the ultimate parent company alone is not sufficient to meet Colombian regulatory requirements. • Companies registered in the Public Contracting Register (RUP) must annually renew their registra - tions. • Companies that meet certain specific criteria are also required to implement compliance pro - grammes to mitigate the risks of money laundering, financing of terrorism, financing of the proliferation of weapons of mass destruction as well as corrup - Companies are operated and managed according to the rules set out in their by-laws, except for for - eign company branches, which must follow the rules established in the by-laws of the home office. Except as set out below, there is freedom to establish the conditions for the operation and management of local vehicles. Legal entities must appoint at least one legal repre - sentative, who is an authorised officer and is empow - ered to act on behalf of the company. Except for sim - plified stock corporations, all other entities are obliged to appoint an alternative to the legal representative as well. The legal representative is usually appointed by the board of directors; if the company does not have a board of directors, the legal representative is appointed by the shareholders. The by-laws may establish limits to the powers of the legal representa - tive by means of including events in which the legal representative may require prior authorisation of the shareholders or the board of directors to carry out or perform certain actions (ie, entering into contracts exceeding a certain amount). tion and transnational bribery. 3.4 Management Structures Simplified stock corporations (SAS) are not required to have a board of directors. However, for corporations (SA), a board of directors is mandatory and must be composed of at least three members, with their alter - nates. Decisions taken by the board of directors and by the shareholders must be approved according to the majority rules set out in the company’s by-laws, and both shareholder and board decisions must be
218 CHAMBERS.COM
Powered by FlippingBook