The Superintendency of Companies will have access to information from the Sole Registry of Beneficial Owners (RUB)

This agreement is based on Article 13 of Law 2195 of 2022, which lists the entities that may access the RUB, including the Superintendency of Companies.

Obligation to register the situation of control and business group

When in accordance with the provisions of Articles 260 and 261 of the Code of Commerce, a situation of control is configured, the controlling company shall state it in a private document that must contain the name, domicile, nationality, and activity of the related parties, as well as the assumption that gives place to the situation of control.

The document must be recorded in the commercial registry corresponding to the circumscription of each of the related parties within 30 days after its configuration. The same obligation will apply in the case of the existence of a business group.

Implications of this agreement

Although for years the capacity of the Superintendency of Companies to detect and sanction non-compliance with certain obligations derived from the parent company and subordinated companies regime has been questioned, especially the obligation to disclose the situation of control and/or corporate group in the commercial registry, this agreement generates an important instrument of control for the Superintendency of Companies to investigate, detect, correct, and sanction situations of control and/or corporate group that have not been registered in the respective Chambers of Commerce.

The entity anticipated the beginning of administrative inquiries to determine the role of persons with decision-making power in the companies. In this way, if an entity made the report of beneficial owners indicating or disclosing a beneficiary whose percentage of benefit is higher than 50%, with great probability it will be required by the Superintendence of Companies to inform the reasons why it did not register the possible control situation in the commercial registry, as a consequence of the cross-checking of information between the Superintendence of Companies and the DIAN.

Similarly, the Registry of Beneficial Owners (RUB) will facilitate intervention in illegal fundraising schemes, gather information in investigations of transnational bribery and determine administrative responsibility for acts of corruption.

In any case, it is important for entities to evaluate whether their corporate structures generate subordination schemes that oblige them to comply with obligations derived from the parent company and subordinate regime, considering the conceptual and practical differences that exist between the corporate definition of subordination and the concept of beneficial owner in tax matters.

Possible sanctions for not registering the situation of control and business group

Failure to register in the mercantile registry the situation of control and/or business group generates penalties consisting of fines of up to 200 legal monthly minimum wages, based on article 30 and in accordance with numeral 3 of article 86 of Law 222 of 1995.

Likewise, failure to comply with this obligation may generate joint and several liability of the administrator who omitted to register the control, responding with his assets for the damages that such omission may generate to the company and to third parties.

How can we help you?

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