COLOMBIA Law and Practice Contributed by: Jaime Trujillo and Natalia Ponce de León, Baker McKenzie
2. Overview of Regulatory Field 2.1 Acquiring a Company
Superintendence of Industry and Commerce As Colombia’s competition authority, the Superin - tendence of Industry and Commerce (SIC) handles the general anti-trust authorisation regime. Its role involves promoting fair competition and preventing monopolistic practices. BVC The BVC operates the trading platforms for equities, fixed-income securities and standard derivatives in Colombia. It serves as a vital hub for investors, bro - kers, and companies seeking to participate in the Colombian capital market. Other Depending on the activity carried out by the entities involved in the merger or spin-off operation, authori - sation may be required from other regulatory bodies, such as the Superintendence of Surveillance and Private Security, the Superintendence of Solidarity Economy, the Superintendence of National Health, the Superintendence of Transportation, and the Superin - tendence of Family Subsidies. 2.3 Restrictions on Foreign Investments Restrictions on Foreign Investment Colombia welcomes foreign investment across all sectors of its economy, with a few exceptions. Foreign investment is not allowed in activities directly related to defence, national security, and the processing or disposal of toxic, dangerous, or radioactive waste not generated within the country. Colombian companies can also be fully foreign- owned, except for those in the national broadcast television sector, where foreign ownership is capped at 40%. Approval and Registration Process Foreign investments must be registered before the Colombian Central Bank and where there are funds remitted, channelled through local financial institutions or a registered clearing account ( cuenta de compen - sación ). To complete this process, foreign investors must register the investment by submitting a foreign exchange declaration ( declaración de cambio ). Regis - tering foreign investment ensures access, through the formal exchange market, to convertible currency to
The primary techniques/legal means for acquiring a company in Colombia depend on whether the acquisi - tion is of a private or public/listed company.
Private Companies Equity acquisition
In this scenario, the buyer can acquire either a control - ling or minority interest in the target company’s equity by acquiring shares from existing shareholders or sub - scribing to newly issued shares. Asset acquisition This involves taking over both the assets and liabilities of the company as a going concern or, alternatively, acquiring selected assets. In this case, the buyer may become the successor to the seller for certain obliga - tions related to the acquired assets, but not for all liabilities. Listed Companies The acquisition of listed companies in Colombia is subject to Decree 2555 of 2010 and certain specific rules set primarily by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia, or SFC) and the Colombian Stock Exchange (Bolsa de Valores de Colombia, or BVC). See 4.2 Material Shareholding Disclosure Threshold . 2.2 Primary Regulators SFC The SFC oversees and regulates Colombia’s finan - cial sector and capital markets. Its responsibilities encompass supervision, compliance, and ensuring the stability of financial institutions (banks, insurance companies, etc), issuers, intermediaries, brokers, and stock exchanges. Superintendence of Companies The Superintendence of Companies, as the authority for commercial entities, is in charge of authorising cer - tain transactions, such as mergers and spin-offs when the entities are subject to certain circumstances, such as: (i) having pension liabilities; or (ii) having obliga - tions arising from the issuance of bonds in Colombia or abroad.
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