Colombia AGM Rules: Less Confusion, More Compliance

Colombia takes corporate governance seriously, and the Annual General Meeting (AGM) plays a central role. Whether your company is a Sociedad Anónima, an SAS, or another legal form, the rules surrounding when, how, and where to hold your AGM are precise, and missing a deadline can have serious consequences.

Let’s break down everything companies need to know to stay compliant and in control.

When does a company have to hold its AGM?

According to Article 181 of the Colombian Commercial Code, companies must hold an ordinary shareholders’ meeting at least once a year, at the time defined in their bye-laws.

But if that doesn’t happen? If the AGM isn’t held within three months of the financial year-end, it must automatically take place on the first business day of April. This applies to companies whose financial year closes on 31st December.

Failing to hold the AGM on time may delay the filing of financial statements and could expose the company to penalties, regulatory scrutiny, or even litigation.

How much notice is required?

Meeting notices must comply with the company’s bye-laws. However, the law specifies:

15 days’ notice is required if year-end financials are on the agenda.
Otherwise, 5 days’ notice is sufficient.

Companies under inspection must also report meeting details to the Superintendency.

Can the AGM be held remotely?

Yes. Companies can hold AGMs using off-site methods, including technical means like video or audio platforms, provided shareholders can deliberate and decide simultaneously.

But here’s the catch: if even one shareholder doesn’t participate in real time, any decisions made will be invalid. For companies supervised by the Superintendency, a delegate must also attend, and that request must be submitted eight days in advance.

Can shareholders appoint proxies?

Yes. Under, shareholders may grant written powers of attorney for AGM participation. The proxy must state:

The name of the representative
A substitute, if any
The date or time of the meeting(s)

Administrators and company employees cannot represent other shareholders, unless acting under formal legal authority. They also cannot vote on year-end balances or financial statements.

What is typically on the AGM agenda?

Standard matters for the AGM include:

Amending the bye-laws
Reviewing and approving 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 if not initially included. For example, shareholders with at least 20% ownership may call a meeting to hold managers accountable.

What are the Financial Statement obligations?

Under Law 222 of 1995, management must prepare and present:

A management report
General-purpose financial statements
A draft profit distribution proposal
Auditor opinions, if applicable

The assembly then approves or rejects these materials. All statements must follow GAAP, and third parties may only see them after approval.

How are dividends approved and reported?

Dividends must be authorised during the AGM. The vote must meet a 78% majority of subscribed shares. If that threshold isn’t met, then the company must still distribute at least 50% of profits, if any.

After approval, the company informs shareholders through formal notices. While no disclosure to public authorities is required, all shareholders are entitled to dividends, except in an SAS, where the bye-laws may state otherwise.

Can companies use electronic signatures?

Yes. Colombia allows both handwritten and e-signatures for AGM documents, including those handled through platforms like DocuSign. Still, the type of document and company policy may determine which method is appropriate.

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.

Klea and its local partners can support this process and help companies track filing deadlines to avoid penalties.

What are the penalties for non-compliance?

Failing to file financials, without valid justification, opens the door to:

Alternative forms of proof used by third parties
Liability for administrators and auditors
Fines up to 200 minimum wages from the Superintendency

Additionally, missing the deadline for structural change filings may result in delays or rejections by 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 and provide inspection rights to shareholders:

Corporations: 15 business days before the meeting
Limited companies: At any time
Joint-stock companies: Five days before the meeting, unless the bye-laws 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, Officer Changes in Norway: Navigating Board Transitions with Precision.

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.

Legal Disclaimer

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.

Discover

About

A strategic guide for navigating legal entity compliance in 2025 and beyond