There are 5 main obligations:
Merchants and the different legal entities incorporated in Colombia must comply with the following corporate obligations, pursuant to the commercial regulations.
Every merchant and/or company has the obligation to annually renew the Commercial Registration and that of its commercial establishments. This must be carried out within the first three months of the year, i.e., no later than March 31, 2024.
Each company must summon to an ordinary meeting of its Board of Directors (if applicable) and, subsequently, of the Shareholders General Assembly or Quota-holders Board, as the case may be, within the time agreed upon in its bylaws, or the first three months of the year, if the bylaws are silent in this regard.
The latter, to review the companies’ situation, approve financial statements of the previous fiscal year along with the management’s reports, grant dividends, appoint legal representatives and statutory auditors, among other topics.
3.1 Financial Statements
The Companies must deposit a copy of the Financial Statements before the Chamber of Commerce within the month following the date on which such information was approved at the ordinary meeting.
This, unless the company is under the surveillance or control by the Superintendence of Companies, or under inspection, and has been specifically required by the entity.
For the three mentioned cases, the Superintendence of Companies will inform individually, the deadline to file the Financial Statements and the additional information by means of an official order.
Companies must be attentive to:
- Receive this administrative act at the e-mail address for service of process purposes reported with the mercantile registry, and
- check on the following link https://www.supersociedades.gov.co/ in the section “consulta de sociedades requeridas-corte 2023” (consultation of required companies – 2023 cut off).
3.2 Consolidated or Combined Financial Statements
The companies that are controlling entities or subsidiaries that must combine local financial information and must also submit financial information before the Superintendence of Companies in the terms of point 3.1. of this document, are obliged to prepare consolidated/combined (as applicable) Financial Statements.
The consolidated or combined Financial Statements must be filed before last working day of May, i.e. May 31st, 2024.
3.3 Informe 42 – Business Practices Report
It’s a duty of entities under the Superintendence of Companies’ surveillance or control.
This report must be submitted annually within the dates established by the Superintendence of Companies according to the last two digits of the NIT, without including the verification number, as follows:
3.4 Surveilled or controlled companies under voluntary liquidation or that do not comply the ongoing concern hypothesis
Surveilled or controlled entities undergoing a voluntary liquidation process or that do not comply the ongoing concern hypothesis, must submit Report No. 04 and the additional documents before the last working day of May, i.e. May 31st, 2024.
3.5 Exclusion from submitting financial information.
The companies under inspection that (i) have been required to do so and are supervised by another superintendency, (ii) are in a dissolution event due to non-compliance with the Going Concern Hypothesis or (iii) are in the process of voluntary liquidation at the end of the financial year, must report this situation to the Business Reports group by e-mail at [email protected], prior to the expiry of the deadlines set for submitting the information, in order to be excluded from submitting the Financial Statements.
Whenever a Corporate Control situation arises, or a Business Group of Companies is formed, there is a mandatory registration to be made at the Mercantile Registry, within the following 30 days of its conformation.
Once a Business Group is registered there is no need to register a Corporate Control Situation as well. Any change in a Control Situation or Business Group Situation must be registered within the same term mentioned above.
Each commercial company that adopted the BIC status must prepare and submit to the maximum corporate body the BIC Management Report.
The BIC Management Report must be (i) prepared by the legal representative of the company, (ii) included in the management report at the end of the fiscal year, and (iii) present the development of the activities included in its corporate purpose.
Through the completion of Report 67, BIC companies must submit the following information before the Superintendence of Companies:
- Copy of the BIC Management Report.
- Excerpt of the minutes of the highest corporate body where the BIC Management Report was presented and approved.
- Evidence of having published the BIC Management Report on the company’s website, or if the company does not have a website, that it is available at the company’s domicile.
This information must be submitted no later than May 31st, 2024.