Under Colombian corporate law, there is a situation of corporate control when the decision-making power of a company is subject to decisions by another individual or company. Article 621 of the Colombian Commercial Code establishes three specific cases where there is seemingly a situation of corporate control which trigger the legal duty to register, not only the situation of corporate control itself, but also details of the controlling company or individual such as: name, nationality, economic activities, and the occurrences that resulted in a corporate control situation.
This obligation is not new, however the Superintendence of Corporations issued its External Letter 2021-01-099823 in which it reminds companies of their duty to report corporate control situations or the emergence of corporate groups, arguing that the two main factors for incompliance with this obligations are the public’s unfamiliarity with it along with its erroneous interpretation.
Due to this, the Superintendence wishes for this External Letter to be an educational tool, promoting knowledge about these regulations and exhorting the public to comply with this legal obligation. It also reminded the public that the Superintendence of Corporations can impose fines of up to 200 monthly minimum wages for each omission or for each item erroneously registered.
The External Letter contains a chapter on alternative sanctions that consists of attending courses taught by the Superintendence. The length of the course will depend on the severity of the sanction.
If the Superintendence starts an investigation and the company in question wants a reduction of the fine, it will be necessary to accept the charges and comply with the registration or rectification of the information that is requested by the Superintendence of Corporations.
Avoid a possible penalty! BéndiksenLaw can counsel your company regarding registration of corporate control situations or corporate groups.
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