Upon enactment of Law 2069 of 2020 (December 31st 2020), through which entrepreneurship is promoted in Colombia, the following changes were introduced in corporate legal matters:
(i) The dissolution ground due to losses that reduce the company´s net worth below 50% of the subscribed capital is repealed, a ground that is replaced by the non-compliance with the on-going concern hypothesis, attributing the responsibility of administrators to report on its occurrence and refrain from starting new operations, other than those of the ordinary course of business, and calling a general meeting of shareholders or partner’s meeting in order to adopt measures regarding continuity or dissolution and liquidation of the company, otherwise administrators will be jointly liable for the damages caused to the associates or third parties due to the breach of this obligation.
Said ground of dissolution is also applicable to the Colombian branches of foreign companies.
(ii) With respect to the call of shareholders and partners’ meetings and within the framework of a protectionist policy of minority shareholders, said call can now be done when requested by a number of associates representing 10% or more of the subscribed shares. Thus, article 182 of the Commerce Code is modified, which formerly required majority of associates representing a quarter or more of the subscribed capital. We are very aware of the regulation of the previous provisions by the National Government.