For entities operating in Colombia, adherence to Article 422 of the Commercial Code mandates the convening of an annual ordinary meeting. This meeting is crucial for the formal approval of financial statements as of December 31st of the preceding year. These statements must be duly certified and audited, particularly if a statutory auditor is required, and accompanied by relevant financial notes. 

Furthermore, the appointment of the statutory auditor for the ensuing fiscal period is the responsibility of the highest corporate body, to be executed during this annual meeting. This meeting must be held on or before March 31st each year. 

Penalties for Non-Compliance 

Failure to appoint a statutory auditor can result in substantial penalties. Competent authorities are authorized to impose fines up to 200 legal monthly minimum wages, as outlined in Article 86 of Law 222 of 1995, amounting to approximately 284.7 million Colombian pesos (roughly USD$67,896). 

Moreover, any decisions made during the annual ordinary meeting that fail to comply with legal requirements, as stipulated in Article 190 of the Colombian Commercial Code, will be rendered invalid. 

Meeting Notification and Procedures 

Annual ordinary meetings are fundamental to corporate governance and strategic decision-making. The formal meeting notice must comply with specific legal and procedural requirements, which vary according to the entity’s legal structure. 

The ordinary meeting can be convened by administrators, legal representatives, statutory auditors, shareholders holding over 10% of the share capital, the Superintendence of Corporations, or any designated supervisory body. 

Notification must be delivered to all associates via the communication channels specified in the company’s bylaws (e.g., mail, email, fax). In the absence of specified timelines, public notice in a widely circulated newspaper (for S.A., Limited, Collective, Limited Partnerships) or direct written communication (for S.A.S.) is required. These notifications must adhere to legal deadlines, typically ranging from 5 to 15 days, to ensure adequate inspection rights. 

Required Notice Content 

The meeting notice must include: the company’s legal name, the convener’s name, the date, time, and location of the meeting, the meeting agenda, and information regarding document inspection rights. 

In summary, meticulous adherence to the legal requirements for convening annual general meetings is essential for maintaining legal compliance and ensuring transparent corporate governance in Colombia. 

While Colombia‘s business environment is recognized for its relative ease, compliance with its unique private company regulations demands specialized knowledge. We provide comprehensive accounting services to support your multinational or fund’s Colombian operations. 

Auxadi is a Spanish company providing international accounting, tax, payroll and legal services to multinationals and funds in more than 50 jurisdictions, with 22 subsidiaries worldwide. Our experience and global presence allow us to offer tailored tax solutions, ensuring efficient management in compliance with local regulations. 

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