COLOMBIA Law and Practice Contributed by: Clare Montgomery, Karen Santamaria, Catalina Garzón and Diana Guerrero, Baker McKenzie S.A.S.
4.2 Roles of Board Members The board of directors are considered adminis - trators and form a collegiate body of the compa - ny. However, as directors, they cannot represent the company (unless they are granted a power of attorney by the legal representative). The legal representative is the officer of the company who represents it and can bind it with their signature and any delegation of authority must come from the legal representative, even if authorised by the board. The board of directors is an advisory and col - laborative body, which is empowered to order the execution or performance of certain acts or agreements. It can take particular decisions to enable the company to fulfil its corporate pur - pose and is usually in charge of the company’s policies. 4.3 Board Composition Requirements/ Recommendations Corporations must have a board of directors. The board must consist of at least three mem - bers with replacements specified. Directors must be individuals and cannot be companies. There are no residency or nationality requirements for members. 4.4 Appointment and Removal of Directors/Officers The members of a board of directors are appointed and removed by the shareholders’ assembly. The managers (legal representatives) are appointed by the board of directors or by the shareholders’ assembly. The appointment of directors and legal repre - sentatives of a local vehicle must be registered at the Trade Register. For these purposes, the minutes/resolutions (ie, shareholders’ or board resolution) appointing the directors and officers,
represented at the meeting); and iii) payment of dividends in shares (80% of the shares repre - sented at the assembly). The board of directors may meet as agreed in the by-laws and its decisions will be made in line with the affirmative vote of the majority of its members. However, qualified majorities may be established in the by-laws. The general managers or legal representatives of a company make business decisions following the policies established by the board of direc - tors or by the shareholders. Under Colombian law, the general manager or other officers who are appointed as legal representatives under the by-laws, represent the company and are able to sign binding documents. Corporations (S.A.) must have a board of direc - tors. However, simplified stock corporations (S.A.S.) and limited liability companies (Ltdas) do not have to have a board of directors. For companies whose shares are not publicly trad - ed, there are no legal requirements related to the structure of the board of directors, other than those set out in 4.3 Board Composition Requirements/Recommendations . The require - ments for companies whose shares are publicly traded are set out in 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares . A president and a secretary are typically selected to lead and record the deci - sions taken in the board meetings. The appoint - ment of independent members is not mandatory for unlisted companies. However, it is becoming more common. 4. Directors and Officers 4.1 Board Structure
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