¿What are the legal obligations that companies must comply with in Colombia?

At PPA we guarantee practical and timely solutions, hence we share with you the legal obligations that Colombian commercial companies must comply with during the calendar year internally and with the control entities and/or authorities.

INTERNAL OBLIGATIONS

Ordinary Meeting of the General Shareholders or Members’ Meeting.

Prior call made in accordance with the provisions of the corporate bylaws and, no later than March 31 of the current year, the ordinary meeting of the General Shareholders or Members’ Meeting must be held to 1) submit for their consideration the reports for the fiscal year ended December 31 of the previous year, and 2) make the corresponding appointments.

For companies that have a Board of Directors, prior to the holding of the General Shareholders or Members’ Meeting, the ordinary meeting of the Board of Directors must be held, in which the year-end financial statements must be considered, as well as other reports to be presented to the General Shareholders’ Meeting.

OBLIGATIONS BEFORE THE CHAMBER OF COMMERCE

Renewal of the Commercial Registration.

Before March 31, companies and their commercial establishments, branches or agencies, have the obligation to renew their commercial registration before the Chamber of Commerce of their registered office.

Filing of Financial Statements before the Chamber of Commerce.

Companies that are not obliged to submit their Financial Statements to the Superintendency of Companies, have the obligation to file the Financial Statements as of December 31, certified and audited, together with their respective disclosures, before the Chamber of Commerce of the registered office, within the month following their approval by the General Shareholders or Members’ Meeting.

Registration of web pages and internet sites.

Web pages and Internet sites of Colombian origin whose economic activity is of a commercial, financial or service provision nature must be registered in the Commercial Registry.

OBLIGATIONS BEFORE THE SUPERINTENDENCY OF COMPANIES

Financial information.

All commercial companies, branches of foreign companies and sole proprietorships inspected and are expressly required, as well as supervised companies and companies controlled by the Superintendency of Companies have the obligation to submit to that entity, through its website, the financial statements as of December 31, 2020, prepared under international financial reporting standards (IFRS).

The financial information must be submitted to the Superintendency of Companies on the established dates, in accordance with the last two digits of the company’s TIN (regardless of the verification digit).

Click here to see the established dates.

Business Practices Report.

Additionally, commercial companies and sole proprietorships supervised or controlled by the Superintendency of Companies are obliged to submit Report 42 on Business Practices, which must be filled out through the website of the Superintendency of Companies, in the section: “Presentation of Business Reports” – “Presentation of Non-Financial Reports”, under the “Web Applications” option.

Other Reports.

Commercial companies and branches subject to the supervision and control of the Superintendency of Companies, as well as those inspected, must immediately report, among others, any change made in their business name or business purpose, economic activity, address, transformation, duration, cut-off of financial statements according to the corporate bylaws, new appointments and, in general, any statutory reform that affects the general information that rests with the Superintendency of Companies.

They will be subject to the supervision of the Superintendency of Companies, as long as they are not subject to the supervision of another Superintendency, commercial companies and sole proprietorships that, as of December 31, 2020, present any or more of the following situations:

1) Total assets including comprehensive adjustments for inflation, greater than the equivalent of 30,000 SMLMV (COP$ 27,255,780,000);

2) Total income including comprehensive adjustments for inflation, greater than the value of 30,000 SMLMV (COP $ 27,255,780,000);

3) They have been summoned by the Superintendency of Companies to a bankruptcy process;

4) When after discounting the valuations, external liabilities exceed total assets;

5) When they record financial expenses that represent fifty percent (50%) or more of the net operating income;

6) When the amount of losses reduce the net worth below seventy percent (70%) of the capital stock;

7) When the net cash flow in operating activities is negative.

Payment of Special Contribution.

Companies supervised by the Superintendency of Companies, or by any other Superintendency, must pay the respective entity a special contribution according to the company’s total assets. The amount and form of payment of said contribution must be consulted directly with the control entity. If surveillance is exercised by the Superintendency of Companies, the information will be provided by the entity.

Business Ethics Program.

With the purpose of identifying, detecting, preventing, managing and mitigating the risk of transnational bribery, as well as other risks related to any act of corruption that may affect a legal person or entity, the Superintendency of Companies established that the companies subject to its surveillance, which in the immediately preceding calendar year have carried out international business or transactions of any nature, directly or through an intermediary, contractor or through a subordinate company with foreign natural or legal persons under public or private law, 1) equal or greater (individually or jointly) than 100 SMLMV (COP$ 90,852,600), and 2) have obtained income or have total assets equal to or greater than 40,000 SMLMV (COP$ 36,341,040,000), will be obliged to adopt a Business Ethics Program.

Companies that meet the aforementioned criteria as of December 31, must fill out Report 52 and have their respective Business Ethics Program in accordance with the criteria established in Resolution No. 200-000558 of 2018.

SAGRILAFT, formerly SARLAFT.

Through Circular Letter 100-000016 of December 24, 2020, the Superintendency of Companies modified the information related to the Self-control and Comprehensive Risk Management System for Money Laundering, Terrorism Financing and Financing the Proliferation of Weapons of Mass Destruction, becoming obliged to implement this policy within the established dates those companies subject to surveillance or control by the Superintendency of Companies that have obtained income or have total assets equal to or greater than 40,000 SMLMV (COP$ 36,341,040,000) as of December 31, 2020; and companies that belong to any of the following sectors:

1) Real estate sector whose income as of December 31, 2020 is equal to or greater than 30,000 SMLMV (COP$ 27,255,780,000); 

2) Metals and precious stones marketing sector whose income as of December 31, 2020 is equal to or greater than 30,000 SMLMV (COP$ 27,255,780,000);

3) Legal services sector that earn their highest operating income from M6910 economic activities, and whose income as of December 31, 2020 is equal to or greater than 30,000 SMLMV (COP$ 27,255,780,000);

4) Accounting services sector whose income as of December 31, 2020 is equal to or greater than 30,000 SMLMV (COP$ 27,255,780,000);

5) Building construction and civil engineering works sector whose income as of December 31, 2020 is greater than 30,000 SMLMV (COP$ 27,255,780,000);

6) Virtual asset services whose income as of December 31, 2020 is equal to or greater than 3,000 SMLMV (COP$ 2,725,578,000) or having assets equal to or greater than 5,000 SMLMV (COP$ 4,542,630).

7) Companies that receive contributions in assets that as of December 31, 2020 had received one or more contributions of virtual assets equal to or greater than 100 SMLMV (COP$ 90,852,600).

Said companies must implement a SAGRILAFT policy that takes into account the risks and their materiality within the obligated company, as well as the identification of ML/FT/FPADM risk factors. For this, the type of business, the operation, the size, the geographical areas where it operates and other particular characteristics of the company must be analyzed. Likewise, Intensified Due Diligence measures should be implemented that include additional activities and a more constant and rigorous monitoring of: (i) counterparts located in non-cooperating and high-risk countries; (ii) Politically Exposed Persons (PEP); and (iii) companies with virtual assets or that have received contributions in such.

Transition Period.

Companies that as of December 24, 2020 will be bound by Circular Letter No. 100-000005 of 2017, must adjust their ML/FT/FPADM and SAGRILAFT Policy in accordance with the new provisions, no later than May 31, 2021.

OBLIGATIONS IN THE EVENT OF A CONTROL OR BUSINESS GROUP SITUATION

Registration of the Control Situation and/or Business Group.

In accordance with the provisions of Article 30 of Law 222 of 1995, when a Company is set up in a Control and/or Business Group Situation, the individual or the controlling company will be obliged to register in the Commercial Registry the control exercised over the controlled company, within the 30 days following the configuration of the control situation.

OBLIGATIONS BEFORE THE SUPERINTENDENCY OF INDUSTRY AND COMMERCE

Obligations regarding the Processing of Personal Data.

Any entity that, in any way, collects, stores, uses, circulates or deletes personal data must apply the following measures, among others contemplated by law, to process personal data: 

1) Request prior, express and informed authorization to the holders for the processing of their personal data; 

2) Adopt a Policy Manual for the Treatment of Personal Data; 

3) Keep and safeguard personal data in secure conditions that prevent unauthorized reproduction or use thereof; 

4) Have at the disposal of the Holders an area or a person in charge of attending to the exercise of their rights; and 

5) If applicable, register their databases with the National Database Registry.

Database Registration before the National Registry of Personal Data Bases.

Non-profit companies and entities that administer databases and that have total assets greater than 100,000 UVT (COP$ 3,630,800,000), must register them in the National Database Registry of the Superintendency of Companies (the “Obligated Companies”) , between January 2 and March 31, notwithstanding that this is done within 10 business days of each month when substantial changes are made to the registered information.

For the reporting of databases, it is necessary for the company to comply with the obligations established for the processing of personal data as described in Law 1581 of 2012, in Decree 1074 of 2015 and other regulations that modify, complement or add to it.

Updating of information in the National Database Registry.

The Obligated Companies must update the registered information as follows:

1) When substantial changes are made, within the first ten (10) business days of each month from the date of registration of the database.

2) Annually, between January 2 and March 31.

3) Within the first fifteen (15) business days of February and August of each year, regarding the claims presented by the owners (Applies only to those responsible for the treatment).

At PPA we support you in individually reviewing each case for your company, and thus determine subjection to these obligations.