COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Juan David Velasco, Natalia Ponce de León and Angelica Navarro, Baker McKenzie S.A.S.
• Increase of hours that are considered night- time work. • Apprentices must be hired through formal employment agreements, which increases payroll costs. • Mandatory leave for medical and school appointments. • Regulations for special work categories, including agricultural workers, digital platform workers and professional athletes. • Measures aimed at promoting equity and reducing pay gaps. • Mandatory hiring of people with disabilities. Environmental, Social and Governance (ESG) Considerations It is not currently compulsory for unlisted com - panies to report on ESG issues. However, the Superintendence of Companies issued External Circular 100-000010 on 21 November 2023, adding a further Chapter XV on ESG reporting to its Basic Legal Circular. This Chapter establishes the recommendations to be considered by com - panies when preparing the sustainability report. Also, the Superintendence of Companies issued guidelines in March 2025 for the voluntary filing of a Sustainability Report for the fiscal year 2024. The recommendations are aimed at companies that meet certain thresholds – ie, companies that are subject to the permanent supervision or con - trol of the Superintendence of Companies, and that have reached total income or assets equal to or greater than approximately USD14.8 million as of December 31st of the immediately preced - ing year. Reports must be based on international standards. Conflicts of Interest According to Colombian regulations introduced in early 2024, when an officer or a manager (such as a board member) may have a conflict of inter -
est, all relevant information must be disclosed to the shareholders so that they can decide whether to waive the conflict, thereby releasing the legal representative from responsibility, and whether a general authorisation can be granted. In December 2024, a draft bill was presented to the Colombian legislature to update corporate regulations. It introduced new rules on adminis - trators’ duties and a broader definition for con - flicts of interest, which includes events where the administrator has an economic interest in the operation that could impair their judgement and independence. The liability regime for administrators can now be extended to shareholders with personal inter - ests if the company suffers damage. Administra - tors may also face compensatory damages for bad faith in requesting authorisations. Competition Law The Constitutional Court declared unconstitu - tional certain provisions that allowed regional governments to bar the sale of liquor produced in other regions. The Court found that these provisions: • violated the principle of free competition by enabling monopolistic practices, allowing only one supplier in certain regions; • restricted consumer choice, limiting access exclusively to products from local liquor industries; and • contradicted constitutional principles, related to economic freedom, consumer rights and the regulation of state monopolies. While the Court acknowledged that consumer choice can be subject to regulation, it empha - sised that a total restriction is unconstitutional.
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