COLOMBIA Law and Practice Contributed by: Clare Montgomery, Karen Santamaria, Catalina Garzón and Diana Guerrero, Baker McKenzie S.A.S.
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 will include events where the administrator has an economic interest in the operation. which could impair their judgment and independence. The liability regime for administrators could 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. Liability Regime of Administrators The liability regime of administrators applies to legal representatives, liquidators, members of boards of directors and any individual who exercises these duties in line with the by-laws of the company because they are considered corporate administrators. The business judge - ment rule was formally recognised in Colombian regulations in Decree No 46 of 2024 (see 4.6 Legal Duties of Directors/Officers ). Other hot topics are: • compliance (which includes the SAGRILAFT and transparency programmes); • diversity and inclusion policies; and • digital transformation and how technology can be used to improve efficiency. 2.2 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 (the “Circular” ) adding a further Chapter XV on ESG reporting to its Basic Legal Circular.
This Chapter establishes the recommendations to be considered by companies when preparing the sustainability report. The Superintendence of Companies has not yet established dates for when this information has to be filed. However, it issued guidelines in March 2025 for the volun - tary filing of a Sustainability Report for the fis - cal year 2024. The recommendations are aimed at companies that meet certain thresholds, ie, companies that are subject to the permanent supervision or control of the Superintendence of Corporations and that have reached total income or assets equal to or greater than 40,000 minimum wages, as of December 31 of the immediately preceding year and companies in the mining, manufacturing, construction, tourism and new technologies with revenue of 30,000 minimum wages. Reports must be based on international standards. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The legal representatives of the company (usu - ally called general managers) are responsible for the day-to-day affairs of the business. As legal representatives they are able to legally bind the entity with third parties. Board of Directors Board members do not have individual authority to bind the company but instead form a consul - tative body for planning, setting long-term goals, managing risks and supervising the manage - ment. When a company does not have to have a board of directors the functions of the board are assumed by the shareholders’ assembly.
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