COLOMBIA Law and Practice Contributed by: Clare Montgomery, Karen Santamaria, Catalina Garzón and Diana Guerrero, Baker McKenzie S.A.S.
Companies that are supervised or controlled by the Superintendence of Companies can sign a Sustainability Report, which includes informa - tion on corporate practices and certain corpo - rate governance matters. This new Sustainability Report option was introduced earlier in 2025 and is expected to become mandatory in the future. 6.3 Companies Registry Filings The following filings are required and are also publicly available. • Renewal of the commercial registration of the entity and its commercial establishments at the Trade Register. • Renewal of the public contracting register. • Documents of incorporation of a company or branch and any amendments. • Appointment of administrators (legal repre - sentatives, members of the board of direc - tors, statutory auditors and liquidators). • Appointment of general powers of attorney granted by the company. • Dissolution and liquidation of companies. • Capital increases and reductions. • Mergers and demergers. • Global transfers of assets: where the compa - ny intends to dispose of assets and liabilities that represent 50% or more of the company’s liquid assets. Failure to register these documents makes them unenforceable against third parties. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors If the entity’s assets or gross income were more than 3.000 (approximately USD975,000) and 5.000 (approximately USD1,650,000) minimum monthly wages in the previous financial year, it
must appoint a statutory auditor. The statutory auditor must be a Colombian public accountant and must meet the independence provisions. The following persons cannot be appointed as statutory auditors. • Shareholders from the company, its parent company or any of its subsidiaries. • Employees from the parent company. • Those who are related by marriage or kin - ship up to the fourth degree or first or second degree. • Those who are administrators’ partners and executive officers such as the cashier, auditor or comptroller of the company. • Those who hold any other position in the same company or its subsidiaries. Elected statutory auditors may not hold any oth - er position in the company or in its subsidiaries during the same period. 7.2 Requirements for Directors Concerning Management Risk and Internal Controls Directors and legal representatives must ensure that the accountant keeps the company books and that statutory auditors are allowed to prop - erly perform their functions. They must implement a money laundering, financing of terrorism and financing of prolif - eration of weapons of mass destruction integral risk management and self-control system when the annual total assets or gross income exceed specific thresholds according to a company’s industry. Likewise, a transparency and business eth - ics programme must be adopted when certain international transactions or contracts with state bodies exceed specific thresholds.
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