Compliance in Colombia: Corporate and Commercial Obligations for 2019

Which compliance obligations do companies residing in Colombia have to fulfill in 2019?

 

This article outline corporate and commercial duties and specific deadlines. Keep in mind: non-compliance can lead to economic sanctions by the Superintendence of Industry and Commerce and/or the Colombian tax authority DIAN.

 

1. Mercantile Register

Each year, legal entities (companies and branches) have to renew their mercantile registry before the chamber of commerce of their place of domicile.

 

2. General Shareholders or Partners Assembly

Once a year, legal entities have to meet in order to approve financial statements in accordance with their bylaws. If not specific date is set in the bylaws, the meeting has to take place in the first three months of the year. After the approval of the financial statements, the company has one month to file before the chamber of commerce of their place of domicile.

 

3. Appointment of the Statutory Auditor

A statutory auditor must be appointed by companies with the following characteristics:

  • Gross assets equal or superior to COP$3.906.210.000 (up to December 31st 2018)
  • Gross income equal or superior to COP$2.343.726.000 (up to December 31st 2018)

 

4. Web Page’s Registration

Colombian web pages that offer commercial, financial, and other services that qualify as economic activity have to be registered before the chamber of commerce. Furthermore, they have to inform the Colombian tax authority DIAN about their performed transactions.

 

5. Obligations towards the Superintendence

The following general information have to be issued to the Superintendence by companies, branches and one-man enterprises:

  • corporate name
  • corporate purpose
  • economic activity
  • transformation of the company
  • domicile (domicile and notification address)
  • closing of the financial statements
  • term of duration of the company
  • any bylaws amendments impacting information available at the Superintendence
  • appointments and removals of legal representatives (including alternates), board members and auditors
  • dissolution has to be informed to the Superintendence within the next 5 days following the registration of the resolution with the mercantile registry

 

Furthermore, the respective companies have to submit their financial statements to the Superintendence until the dates outlined in the following table:

Last two digits of the tax ID number (NIT.) 2019 deadline Last two digits of the tax ID number (NIT.) 2019 deadline
01-05 March 27th 51-55 April 10th
06-10 March 28th 56-6041 April 11th
11- 15 March 29th 61-65 April 12th
16-20 April 1st 66-7031 April 22nd
21-25 April 2nd 71-75 April 23rd
26-30 April 3rd 76-80 April 24th
31-35 April 4th 81-85 April 25th
36-40 April 5th 86-90 April 26th
41-45 April 8th 91-95 April 29th
46-50 April 9th 96-00 April 30th

 

 

Additionally,  the business practices’ report “42 – Prácticas Empresariales”  has to be submitted to  the Superintendence by certain companies, branches and sole shareholder enterprises. The respective deadlines also depend on the NIT:

Last two digits of the tax ID number (NIT.) Deadline 2019 Last two digits of the tax ID number (NIT.) Deadline 2019
00-10 May 6th 51-60 May 13th
11-20 May 7th 61-70 May 14th
21-30 May 8th 71-80 May 15th
31-40 May 9th 81-90 May 16th
41-50 May 10th 91-00 May 18th

 

Corporate control situation and corporate conglomerate’s registration in the mercantile registry has to happen within the following 30 days after notification. Changes need to be registered as well. In case of corporate control or subordination, the parent company has to not only submit its individual financial statements but also a general purpose consolidated financial statements including the following information

  • financial situation
  • operative results
  • changes in equity
  • cash flow of the parent company and its subsidiaries

 

6. Special Report

A special report has to be prepared by corporate conglomerate`s legal representatives regarding the controlled companies and parent company. This special report has to be presented at the shareholders’ general meeting or the meeting of partners. It needs to define the closeness and frequency of the existing economic relations between the parent company or its subsidiaries or affiliates with the respective controlled company.

 

7. Data Protection

In terms of data protection matters, private companies and branches with assets exceeding 100.000 Tax Value Units (UVT) and all public companies have to register their databases within the National Registration Database (RNBD) which is managed by the Superintendence of Industry and Commerce. Registration deadlines vary as follows:

Assets / legal entity Deadline
100.000 – 610.000 UVT November 30th 2018
More than 610.000 UVT September 30th 2018
Public companies January 31st 2019

 

Companies that have been founded after these deadlines have two months to register until they face economic sanctions from Superintendence of Industry and Commerce. Even private companies and foreign branches that are exempt from the registration obligation within the RNBD, must have a data protection policy and fulfill all of the legal guidelines on the matter.

 

These regulatory changes could affect your business with view to customizing or support of your ERP/SAP system. Please contact us to learn about possible necessary reactions to the changes – we are happy to assist you!

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