Covid-19 legal changes in Colombia

Colombian legal changes Covid-19 coronavirus

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Changes in Colombia
As a result of the Covid-19 crisis, the Colombian government declared a sanitary emergency state and issued two decrees in relation to the conduction of General Shareholders Meetings. These measures are explained by our local partner, Ingrid Alvarado Lopez LL. from MT Abogados:

  • Decree 398 from 18th of march of 2020 allows virtual meetings, where all or part of the attendants participate through telematic systems (virtual and mixed meetings), provided that the legal provisions for quorum calls and majorities are met. The legal representative must also record in the minutes the continuity of the necessary quorum throughout the meeting and the identity verification of the virtual participants must be carried out, to guarantee that they are in effect the partners, their proxies or members of the board of directors.

The decree also allows companies that had already called a face-to-face ordinary meeting to call for a virtual or mixed meeting, up to one day before the date of the meeting.

  • Decree 434 from19th of march of 2020 extended the time frame for the anual general shareholders meetings, stating that such meetings can be held one month after the state of emergency has ceased. According to the decree, such is set to end on the 30th of may, however the date might change depending on the evolution of the Covid-19 crisis.

Additionally, the term for renewals of registration of companies before the chamber of commerce was extended until the 3rd of July. 

  • The deadlines of submission of financial statements before the Companies’ Authority (Superintendencia de Sociedades) which apply to companies having reporting obligations, were also postponed up until the 12th of may depending on the tax id number of the company in question. 

In addition, under article 19 of law 222 of 1995, the companies may also carry the GSM by non-presencial means, when all of the shareholders may deliberate and decide by any means of communication, at once or immediately in subsequently manner. Decree 398 of 2020 also related to COVID-19 allows to conduct virtual GSMs even in the cases where in-person GSMs had already been summoned, without the requirement that all shareholders participate, provided the statutory quorum to deliberate and decide is met. 

Find the full text of both decrees here:

*This is not to be taken as legal advice. Legal Studio is not a law firm. This information blog was drafted based on input from a qualified lawyer. For more information, please contact us directly.