COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Juan David Velasco, Natalia Ponce de León and Angelica Navarro, Baker McKenzie S.A.S.
with at least 15 business days’ notice for corporations (SA) and at least five business days’ notice for simplified stock corporations (SAS). • If the company is under permanent supervi - sion or control by the Superintendencia de Sociedades , or if the company has received a special request for information, it has to sub - mit the financial statements along with their notes, management report, statutory auditor’s report and other required documents to the Superintendencia de Sociedades . In addition, controlling companies must provide consoli - dated financial statements to the Superin- tendencia de Sociedades in respect of their controlled subsidiaries. • The financial statements, notes and report must be filed with the chamber of commerce, unless these have already been submitted to the Superintendencia de Sociedades . • The ultimate beneficial owner (UBO) of the company must be registered in the single registry of ultimate beneficial owners admin - istered by the Colombian tax authority. The UBO must be an individual person. Identifying the ultimate parent company alone is not suf - ficient to meet Colombian regulatory require - ments. • Companies registered in the Public Contract - ing Register (RUP) must annually renew their registrations. • Companies that meet certain specific criteria are also required to implement compliance programmes to mitigate the risks of money laundering, financing of terrorism, financing of the proliferation of weapons of mass destruc - tion as well as corruption and transnational bribery. 3.4 Management Structures Companies are operated and managed accord - ing to the rules set out in their by-laws, except
for foreign company branches, which must fol - low 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 oper - ation and management of local vehicles. Legal entities must appoint at least one legal representative, who is an authorised officer and is empowered to act on behalf of the company. Except for simplified stock corporations, all oth - er entities are obliged to appoint an alternative to the legal representative as well. The legal rep - resentative 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 representative 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 (eg, enter - ing into contracts exceeding a certain amount). 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 alternates. Deci - sions 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 recorded in minutes, which must also be incorporated into the corresponding company’s minutes ledger. A foreign branch does not have any separate governance bodies from its home office. Instead, a legal representative or general agent acts on behalf of the company, suggesting more central - ised control from the parent company.
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