- CORPORATE PROCEDURES
a) Meeting of the Board prior to the Meeting of Shareholders. Corporations, limited liability companies and simplified joint stock companies that have a Board must conduct a Board meeting in order to present, by the legal representatives, the annual report of the activities carried out during 2015, the financial statements and the profits distribution project. The Board endorses the report of the legal representative and presents it for approval to the Shareholders at the regular meeting of the social body.
Under Colombian law, this information will be the same to be presented at the Annual Assembly, and must be approved by the Board no later than 15 working days prior to the date of the ordinary session of the Assembly, period during which shareholders may exercise its right of scrutiny regarding the documents of the company. This board meeting must be convened in accordance with the terms stipulated by the laws in each case.
b) Obligation to appoint auditor. For limited liability companies and simplified stock, verify that you, according to the accounting information as of December 31st, 2015, are obliged to appoint an auditor. As provided in Law 43 of 1990, a commercial company must appoint auditor in any of the following events: (i) when its gross assets as of December 31st, 2015 reach or exceed 5,000 minimum statutory monthly wage (“SMLMV “) ($ 3,447,275,000), and / or (ii) when their gross income for 2015 reach or exceed 3,000 SMLMV ($ 2,068,365,000).
c) Regular Meeting of Shareholders. The General Shareholders should be reunited at the latest on 31st March 2016. At the regular meeting of shareholders, as well as the appointments that may be required, must be considered and approved the following:
2016 ANNUAL MEETING INFORMATION DOCUMENTS
- Management Report and results of 2015. This report shall contain:
a) Presentation on the evolution of business and the economic, administrative and legal position of the company.
b) Significant Events occurring after exercise.
c) Outlook for society.
d) Operations held with partners and managers.
e) Statement of compliance with the rules on intellectual property and copyright.
- Financial Statements (Balance Sheet until 31st December 2015; Financial, Economic and Social Statements until 31st December 2015, Statement of Changes in Equity).
- Full details of the income statement for the corresponding fiscal year and loss, specifying the appropriations made for depreciation of fixed assets and amortization of intangibles.
- Proposed distribution of distributable profits, deducting the amount calculated for the payment of income tax and its complementary by the relevant tax year.
- The report of the Board on the economic and financial situation of the company that will contain in addition to the relevant accounting and statistical data:
Details of expenditures for salaries, fees, travel expenses, entertainment expenses, bonuses, benefits in cash and in-kind expenditures for transportation and any other kind of compensation received by the executives of the company.
Expenditures for the same reasons mentioned in the preceding paragraph, that may have been done for advisors or managers, linked or not to the society through employment contract, where the main function consists in performing transact business with public or private entities, or advise or prepare studies to advance such paperwork.
Money transfers made on behalf of natural or legal persons in 2015.
The cost of advertising and public relations.
Monies or other properties that the company holds abroad and foreign currency obligations.
Investments discrimination in other (domestic or foreign) companies.
- A report by the legal representative on how any management is carried out, and actions recommended to the assembly.
- The written report of the Auditor. The convening of the regular meeting of general shareholders’ meeting must be sent at least fifteen business days prior to the date of the Assembly meeting. In that period are not counted the day of issuance of the communication or the day of the performance of the meeting. During the fifteen days between the date of the call and the holding of the meeting, shareholders may exercise the right of inspection at the offices of the company, to review the official books, the notes to the financial statements and the report of the auditor.
PROCEEDINGS AT THE CHAMBER OF COMMERCE
Renewal of commercial registration. Legal person registered in the Chamber of Commerce should renew the commercial registration annually, within the first three months of the year. The deadline for the renewal of commercial registration expires on March 31st, 2016. The cost of this procedure depends on the value of assets at December 31st, 2015. Failure to comply may result in the imposition of sanctions by the Superintendency of Industry and Commerce. In the event of having registered commercial establishments the proceeding must also be done.
Renewal of the Register of Bidders The companies that are registered at the Register of Bidders (“RUP”) shall forward the renewal of their registration with the corresponding Chamber of Commerce, at the latest on April 7th of this year. To advance the renewal mentioned should submit the financial statements of December 31st, 2015 approved by the General Assembly of Shareholders and information related to the size and functioning of society.
Financial statements deposit In accordance with Article 41 of Law 222 of 1995, must be deposited at the Chamber of Commerce’s general purpose financial statements of companies in the Chamber of Commerce of the main domicile. However, the companies that deposited the financial statements in the Superintendency of Corporations (controlled societies and specifically required), will not have to place them in the Chambers of Commerce. The financial statements must be deposited within one month of the date of approval thereof by the highest corporate body.
III. PROCEEDINGS AT THE SUPERINTENDENCY OF COMPANIES
Presentation of Financial Statements to December 31, 2015 and additional documents – Report 01-
Commercial companies, branches of foreign companies and sole proprietorships monitored or controlled by the Superintendency of Companies must submit to the entity, the financial statements at December 31st, 2015 and audited certificates, on the dates specified in the External Circular 115 -000,008 and 201-000007. Likewise, they are required to send information: commercial companies, branches of foreign companies and sole proprietorships particular subject to inspection, to which an administrative act of individual character and will be given the respective order.
Under the Circular 201-000007 the deadlines for submitting financial statements to December 31st, 2015 are presented. These deadlines are for statements certified and audited in 2016, for commercial companies, branches of foreign companies, sole proprietorships, business entities presented in liquidation, in voluntary liquidation, according to the last two digits of the NIT of the business entity, not including check. Additional financial information sent through the Storm system established by the Superintendency should submit the following documents:
i) Monitored and controlled companies:
Certification of the legal representative and the accountant of the financial statements filed with the Superintendency comply with the provisions of Article 37 of Law 222 of 1995, additionally signed by the auditor that dictates.
The management report.
The review made by the Auditor.
The notes to the financial statements.
ii) Companies inspected:
Certification of the legal representative and the accountant of the financial statements filed with the Superintendency comply with the provisions of Article 37 of Law 222 of 1995, additionally signed by the auditor.
The notes to the financial statements.
In any case, they are deemed received the financial statements with the presentation of additional documents, which must be sent within two working days of the date given as the deadline for submission of financial information by number of NIT.
Presentation of the report of Business Practices -Report 42-
Commercial companies and sole proprietorships monitored or controlled by the Superintendency of Companies must submit to the Superintendency of Companies the report of business practices, on the dates specified by the entity, taking into account the last two (2) digits of NIT society, excluding check digit. This report should not be submitted by the inspected companies, branches of foreign companies, or companies which are in a state of compulsory, judicial or voluntary liquidation or arrangement with creditors. Under the Circular 201-000007 and 115-000008, the deadlines for submitting the Report of business practices are presented. This report must be presented by commercial companies, branches of foreign companies, sole proprietorships, business entities in liquidation, and for commercial companies, branches of foreign companies and sole proprietors classified in Group 1 – full IFRS (Decree 2784 of 2012 and amendatory).
Obligation to implement the Risks Manual- SARLAFT
According to the Circular of the Superintendency of Corporations No. 100-00005, every society overseen by the Superintendency that in December 31st, 2015, recorded at or above 160,000 SMLMV gross income ($ 103.096.320.000) will be required to implement the system of self-control and risk management Asset Laundering and Terrorism Financing (ML / TF). Design of the Risks Manual is the responsibility of the legal representative who will present it to the board or, in case of failure, the highest corporate body for approval, which must be recorded in the minutes of the meeting.