COLOMBIA Law and Practice Contributed by: Clare Montgomery, Karen Santamaria, Catalina Garzón and Diana Guerrero, Baker McKenzie S.A.S.
third parties or to a specific shareholder (and not directly to the company) by acting in the name and on behalf of the company negligently, fraud - ulently or in extra limitation of their functions as administrators. The damage suffered by the par - ty by virtue of the violation of the duty of conduct must be demonstrated and the damage caused to the personal assets of the shareholder or third party affected by the actions of the administra - tors must be compensated for. 5.5 Disclosure by Shareholders in Publicly Traded Companies Companies that wish to register in the RNVE must provide a copy of their shareholder com - position and give a breakdown of the beneficial owners. All issuers must disclose significant changes to the composition of the issuer’s shareholding (that is, any variation equal to or greater than 5% of the issuer’s capital) which has its origin in the purchase or sale of the capi - tal by a person or group of persons who directly or indirectly form the same beneficial owner, in a truthful, sufficient, complete and understand - able way for investors and the market in general. Publicly traded companies listed in one or more stock exchanges also have to report information on their beneficial owners to the tax authority. Any and all individuals exceeding 5% or more of ownership/economic benefit or control over the Colombian entity must be reported. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Annual financial statements must be deposited in the Trade Register of the entity’s domicile or with the Superintendence of Companies (as applicable).
Entities permanently supervised or controlled by the Superintendence of Companies and entities that received a special request from the Superin - tendence of Companies must file financial state - ments with their notes, management’s report, statutory auditor’s opinion and minutes of the annual general meeting. If controlling companies have more than one entity in Colombia or have registered as a business group, they must also file consolidated or combined financial state - ments with the Superintendence of Companies. If a business group has been registered, the companies must also file their consolidated or combined financial statements with the tax authority, according to Article 631-1 of the Tax Code. 6.2 Disclosure of Corporate Governance Arrangements Company by-laws are registered in the Trade Register’s office and are public. Corporate gov - ernance arrangements are not generally public for private companies. However, this is not so for listed companies where there is an obligation to disclose a report to investors, which should contain, among other things: • an analysis of the corporate governance of the entity and a description of the manage - ment structure of the entity; • compensation schemes of directors and offic - ers; • the composition of the board of directors and officers and backgrounds of the directors and officers; • quorums of the meetings; • management of conflicts of interest; • statutory auditor’s fees; and • a description of the committees established to control internal audit processes and equity treatment.
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