Corporate and governance

Formation, amendments, shareholder meetings, shareholder agreements and directors' duties.

We advise companies, shareholders and directors on the decisions that define how a business is organized and governed. We form SAS (simplified stock companies) under Law 1258 of 2008 and other corporate types, draft bylaws and shareholder agreements, and prepare the amendments that growth requires: capital increases, conversions, spin-offs and changes of control.

We support the ordinary work of corporate bodies: notices, shareholder and board meetings, minutes, filings with the Medellín Chamber of Commerce for Antioquia and reports to the Superintendence of Companies (Superintendencia de Sociedades) when the company is under its supervision or control.

We also handle tensions among shareholders and disputes with management. We review compliance with the duties of loyalty and care, conflicts of interest and the liability of those who manage the company, and we help prevent litigation with clear rules from the outset.

What we do

  • Formation of SAS, stock corporations and limited liability companies, branches of foreign companies and investment vehicles.
  • Drafting and amending bylaws: majorities, transfer restrictions, preemptive rights and grounds for expulsion of shareholders.
  • Shareholder agreements: drag-along and tag-along rights, call and put options, non-compete undertakings and deadlock resolution.
  • Capital increases, issuance of preferred shares and employee stock participation plans.
  • Conversions, mergers, spin-offs and voluntary dissolution and liquidation of companies.
  • Calling and holding shareholder and board meetings, preparing minutes and recording them in the commercial registry.
  • Board structure, internal regulations and conflict-of-interest policies.
  • Duties and liability of directors, officers and statutory auditors under Law 222 of 1995.
  • Beneficial-ownership filings (RUB, the beneficial-ownership registry) with DIAN (the tax authority) and reporting to the Superintendence of Companies.
  • Corporate groups: control situations, registration in the commercial registry and consolidation obligations.

Questions we answer

  • Which type of company suits me to bring in investors without losing control?
  • Can I expel a shareholder who never paid in their contribution or who competes with the company?
  • How do we break a deadlock when the shareholders are split fifty-fifty?
  • Am I personally liable for the decisions I make as general manager?
  • Is a shareholders' meeting held by video call without formal notice valid?
  • When must I register a control situation or a corporate group?

Sectors

Let's talk

Tell us the decision you have to make. We reply the same business day.

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