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Colombia takes corporate governance seriously, and the Annual General Meeting (AGM) sits at the centre of it. Whether your company is a Sociedad Anónima, an SAS, or another legal form, the rules on when, how and where to hold your AGM are precise. Moreover, missing a deadline can carry serious consequences. For an overview of the framework, the Superintendency of Companies publishes official guidance each year.
This article breaks down what companies need to know to stay compliant and in control.
When does a company have to hold its AGM?
Under the Colombian Commercial Code, companies must hold an ordinary shareholders’ meeting at least once a year. This takes place at the time set in the company’s bylaws.
But what happens if it does not? If the meeting is not convened in time, the law lets shareholders meet by right on the first business day of April, at 10:00 a.m., at the company’s principal place of administration. In practice, companies whose financial year ends on 31 December must therefore meet no later than 31 March.
As a result, the deadline for the 2025 financial year was 31 March 2026. Failing to meet on time may delay the filing of financial statements. In addition, it can expose the company to penalties, regulatory scrutiny, or even litigation.
How much notice is required?
Meeting notices must follow the company’s bylaws. However, the law also sets minimum periods, and the two are counted differently:
- 15 business days’ notice is required when year-end financial statements are on the agenda.
- 5 common days’ notice is sufficient for all other matters.
The meeting can be convened by administrators, the legal representative, the statutory auditor, or shareholders holding more than 10% of the capital. Furthermore, companies under inspection must report the meeting details to the Superintendency.
Can the AGM be held remotely?
Yes. Companies can hold AGMs through off-site methods, including video or audio platforms, provided shareholders can deliberate and decide at the same time.
However, there is a catch. If even one shareholder cannot take part in real time, any decisions made may be invalid. For companies supervised by the Superintendency, a delegate must also attend. Therefore, that request needs to be submitted eight days in advance.
Can shareholders appoint proxies?
Yes. Under the Commercial Code, shareholders may grant written powers of attorney to attend the AGM. The proxy document must state:
- The name of the representative.
- A substitute, if one is appointed.
- The date or time of the meeting or meetings.
Administrators and company employees cannot represent other shareholders, unless they act under formal legal authority. In addition, they cannot vote on year-end balances or financial statements.
What is typically on the AGM agenda?
Standard matters for the AGM include:
- Reviewing and approving the year-end accounts.
- Distributing profits.
- Electing or removing directors.
- Reviewing management and audit reports.
- Creating reserves.
- Taking other measures to protect corporate interests.
Shareholders can also propose additional topics, even when these were not on the original agenda. For example, shareholders holding at least 20% of the capital may call a meeting to hold managers accountable.
What are the financial statement obligations?
Under Colombian law, management must prepare and present:
- A management report.
- General-purpose financial statements.
- A draft profit distribution proposal.
- Auditor opinions, where applicable.
The assembly then approves or rejects these materials. All statements must follow Colombian accounting standards. Furthermore, third parties may only access them once they are approved.
How are dividends approved and reported?
As a general rule, companies must distribute at least 50% of their net profits as dividends. However, shareholders representing more than 78% of the shares present at the meeting may decide to distribute less, or to retain profits altogether. Note this point carefully, because it often catches companies out: the 78% threshold protects retention, not distribution.
After approval, the company informs shareholders through formal notices. No disclosure to public authorities is required for the decision itself. In principle, all shareholders are entitled to dividends, although in an SAS the bylaws may state otherwise.
Can companies use electronic signatures?
Yes. Colombia accepts both handwritten and electronic signatures for AGM documents, including those handled through platforms such as DocuSign. Still, the document type and company policy may determine which method is appropriate in each case.
Do AGM documents need to be filed?
Yes. Financial statements must be filed with the Chamber of Commerce within one month of approval. The Chamber keeps these on record for five years, and certified copies can be requested later.
Klea and its local partners can support this process. In particular, they help companies track filing deadlines and avoid penalties.
What are the penalties for non-compliance?
Failing to file financial statements, without valid justification, can lead to:
- Alternative forms of proof being used by third parties.
- Liability for administrators and auditors.
- Fines of up to 200 minimum monthly wages imposed by the Superintendency.
In addition, missing the deadline for structural change filings may result in delays or rejection by the authorities.
What are the archiving requirements?
All AGM decisions must be recorded in the minutes, signed by the president and secretary, and approved by those designated during the meeting.
Companies must keep a registered book of minutes. They must also provide inspection rights to shareholders, as follows:
- Corporations: 15 business days before the meeting.
- Limited companies: at any time.
- Joint-stock companies: five days before the meeting, unless the bylaws allow more.
Shareholders may request certified copies, which carry legal weight unless proven false.
What’s next?
Managing an Annual General Meeting in Colombia demands strict attention to legal deadlines, quorum rules, and documentation standards. For more insights into processes in other jurisdictions, explore our article, The Annual General Meeting in Bulgaria: What Compliance Teams Need to Know.
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:
- Request a Demo – See Klea in action for your organisation.
- Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
- Talk to Our Experts – Get tailored recommendations based on your entity management needs.
Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalized guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.