Obligation to register Non-Profit Companies with the Chambers of Commerce

What is the obligation to register ESALES with the Chambers of Commerce?

Article 40 of Decree 2150 of 1995, regulated by Article 1 of Decree 427 of 1996, established the obligation to register the public deed or private document of incorporation of civil organizations, corporations, foundations, community action boards and other private non-profit entities with the Chambers of Commerce of their main domicile, in order to grant them legal status.

Through this registry, the status of these entities is made public, since in addition to registering their incorporation, acts, books or documents are registered in respect of which the Law requires such formality, in accordance with Decree 2150 of 1995.

As in the case of the other registries, any person may examine the books kept, obtain copies of the documents on file and request that certificates be issued regarding the registrations made.

These regulations are established with respect to entities incorporated after March 6, 1996, since those incorporated before that date must be registered by means of a special certificate.

However, this obligation has not been fully complied with, to the extent that some entities register only with the Governor's Office of the registered office, but do not register with the Chamber of Commerce.

What is new in Article 86 of Law 2294 of 2023 regarding registration?

Article 86 of Law 2294 of 2023, in addition to re-establishing the legal duty of the ESALES to register their incorporation before the Chamber of Commerce, establishes a term to comply with the obligation and a penalty for its omission, which are explained below:

• Deadline for registration

It must do so within the 12 months following the entry into force of Law 2294 of 2023, which came into force on May 19, 2023.

• Sanction

Once the term indicated in the previous point has expired without having complied with the registration obligation, the competent inspection, surveillance and control authority must declare ex officio the dissolution and cancellation of the legal status.

Once the decision of the competent authority is final, the entity will be dissolved and in a state of liquidation, losing its legal status, and will only be able to carry out the acts necessary to carry out its liquidation process.

Are ESALES exempt from registration in the Registry of Non-Profit Entities of the Chambers of Commerce?

It is important to mention that there are two regimes applicable to ESALES: common and exempted. While the former must, by law, register with the Chambers of Commerce, the latter are exempted from this obligation under Article 45 of Decree 2150 of 1995 and Article 3 of Decree 427 of 1996.

Among the exempted entities are higher education institutions, formal and non-formal education institutions referred to in Law 115 of 1994, churches, confessions and religious denominations, their federations and associations of ministers, unions and associations of workers and employers, political parties and movements, horizontal properties, chambers of commerce, charitable and public instruction establishments of an official nature and corporations and foundations created by laws, ordinances, agreements and decrees regulated by the relevant provisions, among others.

What other registrations must ESALES file with the Chamber of Commerce?

In addition to the registration of the incorporation document, this obligation must also be complied with when there are amendments to the bylaws, registration of legal representatives or of management and supervisory bodies, changes of corporate domicile, among others.

Other regulations contained in article 86 of law 2294 of 2023

The aforementioned article also establishes that Non-Profit Entities that do not renew their commercial registration for a term of 3 years or that do not submit the information required by their respective inspection, surveillance and control authority for 3 consecutive years, shall be presumed not to be active, and the competent inspection, surveillance and control authority shall declare ex officio the dissolution and cancellation of their legal status.

May we help you?

In Mazars we have professional experts in the compliance of each one of these obligations and we put them at your disposal. In case you require support in the implementation or compliance with the obligations contained in this bulletin, please contact us at the contact emails and we will gladly analyze the best way to support you in your compliance.