Companies supervised by the superintendence of companies

Decree 1074 of 2015, provided in articles 2.2.2.2.1.1.1.1. to 2.2.2.2.1.1.6, the causes for which a company is subject to the permanent surveillance of the Superintendence of Companies, among which is to register at the accounting close of each year a total assets exceeding 30. 000 legal monthly minimum wages, or income over 30,000 legal monthly minimum wages, to make the calculation the value of the minimum wage in force on January 1st following the closing date of the corresponding fiscal year must be taken into account.

If any of the aforementioned requirements are met, the surveillance will begin on the first business day of April of the year following the year to which the respective accounting close corresponds. When the amounts indicated are reduced below the established threshold, the surveillance will cease as from the first working day of April of the year following the year in which the decrease is recorded.

The obligations derived from the surveillance status before the Superintendence of Corporations are, among others, to annually submit certified and audited financial statements, pay the contribution imposed by the Superintendence, request authorization to solemnize statutory reforms such as mergers and spin-offs when they are not subject to the general authorization regime.

With respect to the supervised companies, the Superintendence of Corporations has the power to make general visits ex officio or at the request of a party, authorize the issuance of bonds in accordance with the provisions of the law, verify that the activities carried out are within the corporate purpose and order the suspension of acts not included therein, among other powers provided for in Article 84 of Law 222 of 1995.

Contribution payable by supervised companies

Article 88 of Law 222 of 1995 stipulates that the resources necessary to cover the expenses incurred in the operation of the Superintendency of Corporations shall be provided by means of contributions to be paid by the companies subject to its supervision or control.

Such contribution shall consist of a fee calculated on the total amount of assets recorded by the company as of December 31 of the immediately preceding year.

This contribution must be made until the time when the cause for surveillance and control ceases to exist.

Penalties for failure to report the cause of surveillance

The legal representative of the company must communicate the cause for surveillance to the Superintendence of Corporations within fifteen days following the approval of the financial statements by the highest corporate body. In case of omitting the obligation to report in a timely manner, the Superintendence of Corporations has the power to impose sanctions on the obligor, consisting of fines of up to 200 legal monthly minimum wages in force.