Reactivation of Companies
Article 29 of Law 1429 of 2010 and Article 2.2.2.1.4.8 of Decree 1068 of 2020 establish the possibility for companies to agree, at any time, to reactivate the company after having initiated the voluntary liquidation process. For this, it is necessary that the external liabilities do not exceed 70% of the company’s assets and that the distribution of the remaining assets to the shareholders has not yet begun.
To reactivate the company, the liquidator shall submit to the general assembly of shareholders or the board of partners a project outlining the reasons for the reactivation, along with extraordinary financial statements dated no more than thirty days prior to the date of the meeting's convocation.
The reactivation decision shall be made by the majority required by law for company transformations, meaning unanimously. Additionally, absent and dissenting shareholders are given the right to withdraw should the reactivation be approved.
The minutes containing the decision to reactivate the company shall be registered with the Chamber of Commerce in the company's registered domicile. It is also necessary to notify the company’s creditors of the decision within fifteen days of it being made, via written communication addressed to each of them.
Creditors shall have the right to judicial opposition under the terms set forth in Article 175 of the Commercial Code. This action can be filed within thirty days of receiving the notice and will be processed by the Superintendence of Companies.
Commercial registration renewal fee
Companies undergoing liquidation are not required to pay the renewal fee for their commercial registration. As such, chambers of commerce must refrain from accepting this payment from the date on which the company commenced the liquidation process. If the payment has already been made, it must be refunded.
This is established in External Circular 100-00002 of 25 April 2022 issued by the Superintendence of Companies.
Renewal fee for reactivation
When registering the reactivation document or the final liquidation accounts of a company, it is not required to pay the registration renewals corresponding to the years during which it was in liquidation. However, if the reactivation pertains to a legal entity dissolved due to not renewing its registration for the last five years, the renewal fees for the outstanding years must be paid before the reactivation can proceed.
How can we help you?
At Forvis Mazars, we have professionals specialised in handling this and other processes related to commercial registration, and we are at your service. Should you need support with the implementation of this procedure, please contact us through the emails provided, and we will gladly assess the best way to assist you in meeting these requirements.
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