Function and objetives

Pursuant to Article 7 of Decree No. 1736 of December 22, 2020, as amended by Article 4 of Decree No. 1736 of December 22, 2020, as amended by Article 4 of Decree No. 1380 of October 2021, the Superintendency of Companies will fulfill the general functions established in Laws 222 of 1995; 363 of 1997; 446 of 1998; 550 of 1999; 603 of 2000; 640 of 2001; 1116 of 2006; 1173 of 2007; 1258 of 2008; 1314 of 2009; 1429 of 2010; 1445 of 2011; 1450 of 2011; 1527 of 2012; 1563 of 2012; 1676 of 2013; 1700 of 2013; 1708 of 2014; 1727 of 2014; 1762 of 2015; 1778 of 2016; 1870 of 2017; 1901 of 2018; 1902 of 2018; 1943 of 2018; 1955 of 2019; 1966 of 2019, 2069 of 2020 and in particular those determined in the Sole Sectoral Regulatory Decree 1074 of 2015 (Decision 292 of 1991 Cartagena Agreement Commission) and in the following Decrees 1970 of 1979; 1941 of 1986; 410 of 1971; 1746 of 1991; 2116 of 1992; article 110, paragraph 1°, numeral 2 of Decree 663 of 1993; Decree 2153 of 1992; 1517 of 1998; 1818 of 1998; 2080 of 2000; 1844 of 2003; 4334 of 2008; 19 of 2012; 1510 of 2013; 1219 of 2014; 1835 of 2015; 2136 of 2015; 24 of 2016; 1348 of 2016; 119 of 2017; 119 of 2017; 2046 of 2019; 065 of 2020; 560 of 2020; 772 of 2020; 1008 of 2020; 1068 of 2020 and those that modify or add to the above, as well as any others indicated by the regulations in force and those delegated by the President of the Republic. 

Taking into account the above normative content, the following functions are specified: 1. Advise the national government and participate in the formulation of policies in all matters related to the inspection, surveillance and control of commercial companies, sole proprietorships and the functions assigned to chambers of commerce, public registries, and merchants;  

2. Exercise, in accordance with the law, the inspection, surveillance and control of commercial companies, branches of foreign companies, sole proprietorships and any other company determined by law;  

3. Request, confirm and analyze from time to time, and in the form, detail, and terms it may determine, the information it may require on the legal, accounting, economic or administrative situation of any company not supervised by the Superintendency of Finance of Colombia, or on specific operations of the same. With respect to these companies the Superintendency of Companies may ex officio conduct administrative investigations; 

4. To ensure that companies not subject to the supervision of other superintendencies, in their formation and operation and in the development of their corporate purpose, comply with the law and the bylaws;  

5. To exert control over commercial company, branch of a foreign company or sole proprietorship not supervised by another Superintendency, and to order the necessary corrective measures to remedy the critical legal, accounting, economic and administrative situations of that company;  

6. Adopt any administrative measures that may be necessary with respect to companies and branches not supervised by the Superintendency of Finance of Colombia, under the terms established by law;  

7. Exercise the functions assigned by law in relation to the commercial self-financing plan management companies and livestock funds;  

8. Convene when required, according to the law, an insolvency process for clubs with professional athletes organized as a corporation, 

9. To order the opening of an insolvency process based on the provisions of the law, to the supervised and controlled companies;  

10. To place under the supervision of the Superintendency of Companies any company or branch of a foreign company not supervised by another superintendency under the terms provided by law;  

11. To conduct judicial police functions under the terms established in the Code of Criminal Procedure and under the guidance and coordination of the Attorney General's Office;  

12. To exercise the functions related to compliance with the foreign exchange regime in matters of foreign investment in Colombia, Colombian investment abroad by individuals and legal entities, as well as on foreign debt operations conducted by public or private companies;  

13. To recognize the occurrence of the assumptions that give rise to the sanction of ineffectiveness under the terms provided by law;  

14. To authorize the reduction of capital in any company, when the operation implies an effective reimbursement of contributions; under the terms and conditions established in the regulations in force;  

15. To approve the reserves or actuarial calculations in appropriate cases;  

16. To exercise with respect to parent companies, subordinates, corporate groups and financial conglomerates, the functions established in the laws mentioned in this article and other regulations that add to or modify them;  

17. To develop within law the right of withdrawal of absent or dissenting members, the functions set forth in the laws mentioned in this article and other regulations that add to or modify them;  

18. To require the preparation and dissemination of financial statements for interim periods and to order the rectification of financial statements or their notes, when they do not comply with legal standards;  

19. To resolve disputes arising in connection with the right of inspection; 

20. To remove the administrators or the statutory auditor, as the case may be;  

21. To determine that the holders of shares with preferential dividend and without voting rights participate with voice and vote in the general shareholders' meeting, as long as the irregularities that gave rise to the non-payment of the dividend persist;  

22. To interrogate under oath any person whose testimony is required for the examination of facts related to the guidance, administration, or control of the companies over which it exercises inspection, surveillance, or control; 

23. To impose sanctions or fines, successive or not, including alternative sanctions that allow commuting the payment of a pecuniary sanction for the fulfillment of an obligation to perform, in matters within its competence, in accordance with the norm that regulates them, to those who fail to comply with the orders of the Superintendency of Companies, the law or the bylaws;  

24. To fix and collect the amount of the contributions that the companies subject to its supervision or control must pay;  

25. To exercise the functions assigned by law in matters of coercive authority;  

26. To draw up and administer the list of legal assistants, corresponding to the position of promoter, liquidator, or intervening agent and to appoint them in the cases in which they are required, in accordance with the law and regulations;  

27. To determine the need to appoint a promoter to replace the legal representative, in the cases provided by law;  

28. To instruct, as it may determine, entities subject to its supervision on the measures to be adopted to promote transparency and business ethics in their business practices, to have internal mechanisms to prevent acts of corruption, as well as management mechanisms to prevent the risk of money laundering and the financing of terrorism, and the financing of the proliferation of weapons of mass destruction by its supervised entities;  

29. To make recommendations and observations to the Ministries of Commerce, Industry and Tourism, of Finance and Public Credit and to the Technical Council of Public Accounting in relation to the accounting principles and standards that should govern in the country with reference to the commercial companies of the real sector of the economy;  

30. To authorize the mechanism for the normalization of pension liabilities, prior favorable opinion of the Ministry of Labor, in the cases determined by law; Cooperate, under the terms established by law, for the attention of requests from international entities, in matters within the competence of the Superintendency;  

32. To provide support in matters within its competence to the business sector and government agencies;  

33. To function as an arbitrator in the cases established by law;  

34. To administer the Conciliation and Arbitration Center of the Superintendency of Companies; 35. To ensure that the economic entities under inspection, surveillance, or control, as well as their managers, officers, and information assurance professionals, comply with accounting, financial reporting, and information assurance standards;  

36. To issue special technical standards, interpretations and guides on accounting and financial information and information assurance matters to its supervised entities, within the limits established by law and by the regulations issued by the Ministries of Commerce, Industry and Tourism, and of Finance and Public Credit, as provided in Law 1314 of 2009 and other concordant norms;  

37. To exercise the jurisdictional functions assigned by the laws in the areas of insolvency, intervention by collection and resolution of disputes between private parties;  

38. To adopt the measures of intervention for capture provided by law in accordance with the norms mentioned in this article or any others that may add to or modify them;  

39. To impose, in matters within its competence, and based on the laws mentioned in this article, or any others that may add or modify them, and in accordance with the applicable procedure, the pertinent sanctions;  

40. To exercise the functions assigned to it in the norms mentioned in the first paragraph of this article and any others that may add to or modify it, in matters of collateral;  

41. To exercise the functions assigned to the entity in the norms mentioned in the first paragraph of this article and any others that may add to or modify it, regarding restructuring agreements;  

42. To exercise the functions assigned to it regarding non-operating companies, in accordance with Law 1955 of 2019 and other rules that regulate, add, modify, or replace it;  

43. To exercise the functions assigned to the entity, in relation to the companies that operate the payment orders, factoring or portfolio discounting and companies that develop network marketing or multilevel marketing activities;  

44. To exercise the functions assigned to the entity within the Integrated System of Control, Inspection and Surveillance for the Health Sector created by Law 1966 of 2019, on companies and sole proprietorships operating in the sector, in order to support the National Superintendence of Health in verifying compliance with the rules of company law, under the coordination and guidance of said Superintendence, who is responsible for advancing the corresponding administrative sanctioning procedures;  

45. To exercise the functions assigned in Law 1901 of 2018 and other rules that regulate, add, modify, or substitute it, in relation to the Collective Interest Benefit Societies;  

46. To exercise the functions assigned in Law 1778 of 2016 and other rules that regulate, add, modify, or replace it, in relation to conducts involving acts of transnational corruption;  

47. To promote spaces and academic and business events for the knowledge and dissemination of corporate and accounting provisions, good business practices and other matters within its competence;  

48. To promote spaces and business events to facilitate dialogues between companies in insolvency proceedings with their debtors and potential investors;  

49. To conduct activities to normalize generalized situations of non-compliance with regulations in which companies and other supervised entities find themselves when, in the opinion of the Superintendent and his delegates, this is convenient for the adequate protection of the economic public order;  

50. To exercise the functions assigned by law in relation to chambers of commerce, as well as their federations, confederations and those assigned with respect to merchants; 51. To exercise the functions assigned by law in connection with the public registries administered by the chambers of commerce, their federations, and confederations;  

52. To fix and collect the amount of the contributions to be paid by the chambers of commerce; and 

53. Any other functions indicated by the regulations in force.