Standardization of conglomerates: Control situation and corporate group

1. The Control Situation (Arts 260 and 261 Code of Commerce): it occurs when the decision-making power of a company is subject to the will of another or other persons who will be the parent or controlling company, generally when one shareholder or several together hold the majority of the company's shareholding, but a situation of control may arise for other reasons.
2. Business Group (Art. 28 of Law 222 of 1995): it is configured when, in addition to control, there is unity of purpose and direction among the related entities.

According to Article 30 of Law 222 of 1995, the controlling legal or natural persons of the companies that are in a situation of control or business group are obliged to register them in the Commercial Registry within thirty (30) days following their configuration.

Therefore, the companies that have not registered their situation of control or Business Group, will have until December 31, 2021 to comply with the normalization and make the corresponding registrations, with a reduction of fines and commutation with alternative sanctions.

The reduced assessment of fines will be calculated for each registration not made by the controlling entity or entities, with respect to each of the controlled or related entities, according to the maximum ceilings established in consideration of the amount of assets and the time of untimeliness in the registration.

It is established as an alternative sanction, to commute 50% of the fines imposed within the framework of the Normalization Plan, the attendance to a course dictated by the Superintendence of Companies whose duration will vary depending on the amount of the fines and their commutation.