With the aim of contributing to the planning and annual management of the legal obligations of your company or subsidiary in Colombia, Dentons shares with you a general description of the corporate obligations that your company must comply with during 2020.

Ordinary Meetings 

The Ordinary Shareholders' Meeting must be held within the first three (3) months of the current year. The purpose of this meeting is to approve the Financial Statements as of December 31, 2019 and the management report submitted by the Legal Representative of the company. For this purpose, please note:

1. The Legal Representative of the company must summon each of the shareholders registered in the stock ledger of the company by written communication with five (5) business days in advance or according to the term established in the company's bylaws. During this term the books and documents of the company shall be kept in the registered office of the company and available for the shareholders to exercise their right of inspection in accordance with Article 48 of Law 222 of 1995. The day of the summoning and the day in which the meeting takes place are not counted for the purposes of complying with the abovementioned term.
2. The Legal Representative must submit the following documents to the the Shareholders Assembly for approval: 
   1. A "Management Report" that, according to Law 222 of 1995, must contain a faithful statement about the development of the business, the legal, economic and administrative situation of the company. It must also report on the significant events that occurred during the previous year (if applicable), the foreseeable development of the company and the operations carried out with shareholders and administrators.
      The report must state that in accordance with the provisions of Law 603 of 2000 and External Circular No. 300-000002 issued by the Superintendence of Companies on May 6, 2010, the Legal Representative submitted a certificate for consideration of the Shareholders, together with the relevant evidence, stating that he verified that the company is in compliance with intellectual property and copyright laws.. 
      Additionally, in accordance with the provisions of Law 1676 of 2013 and External Circular No. 100-000005 of 2014 of the Superintendence of Companies, managers are obliged to include in the management report that: i) pursuant to article 87 of the Law on Movable Assets Guarantees (Law 1676 of 2013) the Company did not obstruct the free circulation of invoices issued by the vendors or suppliers of the Company; and ii) the legal representative submitted a report to the ordinary meeting of the Board of Directors, or of the General Shareholders Assembly, regarding the implementation and development of a self-monitoring and management risk system against money laundering and financing of terrorism (Sistema de Autocontrol y Gestión del Riesgo de Lavado de Activos y Financiación del Terrorismo - SAGRLAFT), as long as the company, at December 31, 2019, had a gross income equal to or greater than 160,000 legal monthly minimum wages (COP$140.448.480.000 approx. US$42,560,145), in accordance with the provisions set forth in External Circular No. 100-000005 of November 22, 2017 of the Superintendence of Companies.
      
       
   2. The Financial Statements up to December 31, 2019, together with their notes and accompanied by the documents indicated in numeral 3 of article 446 of the Commercial Code, consisting of accounting and statistical data, as follows: 
      • Details of expenditures for salaries, fees, travel expenses, representation expenses, bonuses, benefits in cash and in kind, expenses for transportation and any other kind of remuneration that each of the company's executives received;
      • Expenditures for the same items indicated in the previous item made in favor of advisors or managers, whether they have or not a labor agreement with the company, when the main function they perform consists in processing matters before public or private entities, or advise or prepare studies to advance such procedures;
      • The transfer of money and other goods, free of charge or any other that may be assimilated to it, made in favor of natural or legal persons;
      • The expenses related to propaganda and public relations;
      • The amounts or other assets that the company owns abroad and the obligations in foreign currency; and
      • The investments discriminated against by the company in other companies, national or foreign.
   3. The full detail of the Profit and Loss Account for the fiscal year of 2019, specifying the appropriations made for depreciation of assets and amortization of intangibles.
   4. The Profits Distribution Project, with the deduction of the calculated amount for the payment of income tax and related taxes for the fiscal year of 2019.
   5. The opinions on the Financial Statements and the other reports issued by the Statutory Auditor or Independent Public Accountant, as ordered by article 38 of Law 222 of 1995.
   6. List of the main and alternate members of the Board of Directors, if applicable, as well as the Statutory Auditor and Alternate to be elected, if applicable.
   7. Additional proposals, such as an amendment of the bylaws, etc.
3. In the event that the company has a Board of Directors, the management report and the Financial Statements shall be drafted soon enough to be approved by the Board of Directors, prior to the Ordinary Meeting of the General Shareholders Assembly. Please note that the meetings of the Board of Directors may be held in person or by written consent according to the provisions set forth in articles 19 and 20 of Law 222 of 1995.

Business Group - Special Report

If the company is part of a Business Group, the managers of the controlled company must submit a special report to the Ordinary Shareholders Meeting, which will express the intensity of the economic relationships existing between the parent company and its subsidiaries or affiliates with the controlled company (article 29 Law 222 of 1995).

Said report, which shall be submitted on the dates indicated in the bylaws or the law for ordinary meetings, must at least account for the following aspects:

1. The most important transactions concluded during the respective fiscal year, directly or indirectly, between the parent company or its subsidiaries or affiliates with the controlled company;
2. The most important transactions concluded during the respective fiscal year, between the controlled company and other entities, by influence or in the interest of the parent company, as well as the operations of greater importance concluded during the respective fiscal year between the parent company and other entities, in the interest of the controlled company, and
3. The most important decisions that the controlled company has taken or failed to take due to the influence or in the interest of the controlling company, as well as the decisions of greater importance that the controlling company has taken or failed to take in the interest of the controlled company.

Superintendence of Companies

The company will be subject to the surveillance of the Superintendence of Companies if up to December 31, 2019, or at the close of subsequent fiscal years, its financial statements record the following: a) a total of assets including adjustments for inflation, greater than the equivalent of 30,000 legal monthly minimum wages (COP$26.334.090.000 approx. US$7,980,027); and b) total income, greater than the equivalent of 30,000 legal monthly minimum wages (COP$26.334.090.000 approx. US$7,980,027). The surveillance will begin on the first working day of April of the year following that on which the company recorded said amounts.

In the event that the company is subject to the inspection, surveillance and control of the Superintendence of Companies, the information must be sent only through electronic media, the Financial Statements must be as of January 1, 2019 through December 31, 2019, and in the dates indicated by the Superintendence of Companies for the submission of financial information through the business Web Page of the Superintendence: www.supersociedades.gov.co, which maturities begin as of March 30, 2020, taking into account the two last digits of the Tax ID (NIT) of the company, without including the verification number (DV), in accordance with the provisions of External Circular No. 201-000008 of November 22, 2019 of the aforementioned Superintendence. These terms are non-extendable.

Fiscal Auditor

The company must have a Statutory Auditor in case its gross assets up to December 31 of the immediately preceding year are or exceed the equivalent of 5,000 legal monthly minimum wages (COP$4.140.580.000 approx. US$1,254,721) and/or whose income gross during the immediately preceding year are or exceed the equivalent of 3,000 legal monthly minimum wages in force (COP$2.484.348.000 approx. US$752,833).

Chamber of Commerce

Before March 31, 2020, the Company must renew the commercial registry with the Chamber of Commerce of the registered office. Failure to comply with this obligation may result in fines up to 17 legal monthly minimum wages (COP$14.922.651 approx. US$4,522).

The company must file the Financial Statements with the Chamber of Commerce of the registered office, together with the notes and the corresponding report, within the month following the date of approval. In case the company is obliged to submit the Financial Statements to the Superintendence of Companies, it will not be obliged to file them in the Chamber of Commerce.

Should you have any questions or should you require our advise on these matters, please do not hesitate to contact us.