1. Renewal of the Mercantile Registration. The mercantile registration of commercial companies should be annually renewed by March 31st. This same procedure should be carried out for commercial establishments (agencies and branches of foreign companies) registered before the Chamber of Commerce.
Please note that not renewing the mercantile registration may cause fines up to 17 minimum legal monthly wages (for 2021 COP$17,254,660, close to US$5,065.92). Not renewing the mercantile registration for 5 years has the following effects: (i) dissolution in the case of companies -inactivation of the registration- and (ii) de-registration in the case of commercial establishments.
Furthermore, be informed that the mercantile registration is mandatory to perform any economic activities in Colombia. Failure to comply with this provision could lead to the imposition of the sanctions.
2. Renewal of the Sole Registry of Bidders. The Sole Registry of Bidders (RUP) managed by the chamber of commerce should be annually renewed, on the fifth working day of April, at the latest. The non-renewal will trigger the loss of the effects of such registry. For renewal purposes, the form provided by the Superintendence of Industry and Commerce should be filed attaching the required annexes.
3. Approval of Financial Statements. General financial statements as of December 31st, 2020, accompanied by (i) the statutory auditor’s report (or certified by the accountant if the company is not obliged to have a statutory auditor), (ii) the project for the distribution of profits and (iii) a report prepared by the management, should be submitted to the main corporate body (board of partners or shareholders assembly) for approval. The board of directors (when applicable) should also consider the aforementioned documents. Ordinary meetings of these corporate bodies should be held before March 31st of this year.
4. Deposit of the Financial Statements. Colombian companies must deposit a copy of the financial statements before the Chamber of Commerce of the corporate domicile within the month following the approval by the main corporate body (Board of Partners or Shareholders Assembly).
The above-mentioned deposit is mandatory except for companies obliged to file (electronically) said information before the Superintendence of Companies in the dates provided by the latter for such purpose. For 2021 such dates are provided in the External Circular issued by the Superintendence of Companies on December 10, 2020. This document can be accessed in the following link
5. Surveillance situation. Companies whose assets or income, as of December 31st, 2020, are above 30,000 minimum monthly legal wages (for 2021 COP$30,449,400,000 approximately US$8,939,850.79) will be subject to the surveillance of the Superintendence of Companies. In such case, the obliged company must notify this situation within fifteen (15) business days as of date of the ordinary general shareholders meeting or partners meeting. Likewise, the company must pay the respective surveillance contribution liquidated by the Superintendence of Companies.
6. Registration of the Control Situation and Business Group. Whenever there is a control or business group situation, the controlling company must (i) execute a private document including information related to the control or business group situation and (ii) file said document before the chamber of commerce, within 30 days following the date that triggered the control or business group situation. Under a business group situation, the management shall report to the shareholder assembly or board of partners the relationships between the controlling entity (or its subsidiaries) and the respective controlled subsidiary.
7. Registration of Databases. Databases containing personal data that is processed in Colombia (e.g. employees, suppliers, clients, visitors, board members, shareholders) must be registered in the National Database Registry, administered by the Colombian Data Protection Authority (Superintendencia de Industria y Comercio). For companies and non-profit entities with assets exceeding 100,000 Tax Value Units (“UVT”) (for 2021 COP$3,630,800,000, approximately US$1,065,991.79). Information required for registering databases includes, but is not limited to, identification, location, and contact information of the company, purpose of the database, privacy policy, security measures and, in general, the implementation of documents to demonstrate compliance with the Colombian data protection regime. Non-compliance of this obligation may cause the imposition of fines of up to 2,000 minimum legal monthly wages (for 2021 COP$2,029,960,000, close to US$595,990.05).
8. Self-control and Risk Management System against Money Laundering, Financing of Terrorism and Financing de Proliferation of Weapons of Mass Destruction. Colombian companies subject to the surveillance of the Superintendence of Companies with a gross income or total assets equal or exceeding 40,000 minimum legal monthly wages (for 2021 COP$40,599,200,000, close to US$11,919,801.06) as of December 31st, or that belong to the real estate; commercialization of precious metals and precious stones; legal services; accounting services, construction of buildings and civil work, virtual assets services and special supervised services or special regimes provided that they comply with the requirements established in Chapter X of the Basic Legal Circular (modify by External Circular 100-000016 of 2020) of said entity, must implement a self-control and risk management system against money laundering, financing of terrorism and financing of proliferation of weapons of mass destruction (approved by the Board of Directors) before May 31st of the following year where the abovementioned threshold was exceeded.
Companies that on December 24 of 2020 have implemented a SAGRLAFT, following the provisions of Circular No. 100-000005 of 2017, must review and adjust their program no later than May 31, 2021.
9. Business Ethics Programs. Companies under the surveillance of the Superintendence of Companies that, in the previous year, have engaged in international businesses or transactions of any nature, whether directly or through an intermediary or contractor or through a subsidiary or branch, with individuals or legal entities (public or private) which individually or collectively add up to 100 Colombian Legal Minimum Wages (for 2021 COP$101,498,000, close to US$29,799.50) and who have perceived an income or have assets equal to or greater than 40,000 Colombian Legal Minimum Wages (for 2021 COP$40,599,200,000, close to US$11,919,801.06) will be under the obligation of implementing an Ethics Program. This as per Resolution 100-006261 of 2020 from the Superintendence of Companies.
Companies which fall under this obligation, will have to implement their Ethics Program by April 30th of the following year in which they met the criteria described above.
10. Capital Movements, Substitutions and Obligation to Cancel Foreign Investment Registrations. According to the Colombian Foreign Exchange regime, local companies may be capitalized by investors abroad through the transfer of foreign currency into the country via the foreign exchange market. When foreign currency is transferred and converted into local currency, the registration of the investment must be filed before the Colombian Central Bank using a foreign exchange declaration (formerly Form 4). Foreign investments may also be performed in local companies through contributions sourced in any form of licit operation or contract (i.e. in-kind contributions, know-how, etc.) which leads for an investor to gain shares in a local company. These types of investments must be registered before the Central Bank by means of a foreign investment registration form (Form 11), which may be filed at any time, signed by the investor or the representative of the company receiving the investment.
Foreign exchange regulations provide that it is mandatory for foreign investors to register the capital movements in Colombian companies (e.g. change in the entitled foreign investor due to transfers of shares, mergers or spin-offs abroad, changes in receiving companies and changes in foreign investors corporate purposes, or modifications to the investment’s destination) and cancel the registration when applicable (e.g. sale to residents in the country, international merger, spin-off and reduction of capital, among others).
In the event of substitution of the foreign investment due to a change of the holder of such investment, the foreign exchange regulation requires such request to be filed before the Colombian Central Bank jointly by the transferor and the transferee within the six (06) months following the transaction that causes the registration. The request of substitution of the foreign investment may also be filed by the legal representative of the local company. Currently and given the impossibility of physical filings, the filing of the relevant registration forms is done through an e-mail provided by the Central Bank.
Depending on the type of operation to be reported, it will be necessary to file the "Declaration of Registration of International Investments" (Form No. 11), "Declaration of Registration of International Investments by Business Reorganizations" (Form 11A) and/or "Declaration of Registration of Cancellation of International Investments" (Form 12), with the signature of the investor or his attorney-in-fact or the legal representative of the entity receiving the investment.
11. Advances for Future Capitalizations. The amounts transferred to the country as advances for future capitalizations received as of July, 2017, must be registered before the Colombian Central Bank as foreign indebtedness. This registration is performed by filing Form 6 before a foreign exchange intermediary with the documents which support the operation.
This procedure is also applicable whenever a Colombian investor wants to perform capital contributions to companies domiciled abroad. These contributions will have to be registered before the Colombian Central Bank by means of a Form 7 which must be filed before a foreign exchange intermediary along with the supporting documents. All resources to be disbursed as advance for future capitalizations must be reported using a foreign loan exchange form (formerly Form 3).
There is currently no legal term to capitalize advances received. Once the capitalization is performed, it must be registered before the Colombian Central Bank using a foreign investment registration form (Form 11), which may be filed at any time.
12. Changes in Capital Structure. The capital changes (transactions including the change in the nominal value that result in changes to the total number of shares or quotas) in a company receiving foreign investments, must be informed to the Central Bank.
13. Compensation Accounts. Colombian residents can open bank accounts abroad. However, whenever such accounts are used to complete mandatorily traded foreign exchange transactions (import and export of goods; foreign indebtedness operations; foreign investments; guarantees and collateral in foreign currency; derivatives transactions and payments | two residents in foreign currency), the account must be registered with the Colombian Central Bank as compensation account. Once the account is registered as compensation account, it is subject to periodic reports before the Colombian Central Bank (monthly report) and the Tax Authority – DIAN (quarterly report).
14. Registration of web pages and internet sites of Colombian origin. Web pages and internet sites of Colombian origin that operate on the internet, whose economic activity is of a commercial, financial or service provision nature must be registered in the Merchant’s Registry.