On February 23, 2021, the President issued the Decree 176 of 2021 (the “Decree”) whereby certain rules applicable to the meetings of assembly or meetings of partners of corporations during 2021 were established, including the following:
1. Pending meetings of the year 2020: Pending ordinary shareholders’ or partners’ meetings that correspond to the accounting year 2019 must be held no later than March 31, 2021. Otherwise, the shareholders or partners may meet in their own right on the first day of April in accordance with commercial law.
The pending ordinary meeting may be held together with the meeting for the year 2021. At this meeting, the business of the financial year 2019 shall be completed first and then the business of 2020; and the right of inspection shall be guaranteed, which may be exercised within the same term.
2. Ordinary meetings for the year 2021: They shall be held in accordance with the terms and rules set forth in Article 422 of the Code of Commerce. These may be conducted in person, non-face-to-face or mixed, according to the rules provided in Decree 398 of 2020 for non-face-to-face or mixed meetings. Such meetings shall allow the exercise of the right of inspection of the associates, even using technological means.
3. Inability to hold the meeting in its own right: When it is impossible to travel to the main address of a company or to the place of residence of the associates, due to any measure adopted by public authorities to mitigate the effects of COVID-19, to hold a meeting in their own right on the first business day of April 2021, any associate may request the superintendence that oversees the company to order the administrator or the fiscal auditor to call a meeting in which the topics of the ordinary meeting are to be examined and in which the rules provided for meetings in their own right shall be applied.
This request must be submitted within thirty days following the date of the meeting that could not be held; it may be submitted in person or virtually and must contain the NIT of the company, the information of the applicant and a statement that the meeting could not be held. If it is not possible to hold the meeting, the meeting shall not be held.
4. Violation of the duties to convene an ordinary meeting and to allow the exercise of the right of inspection: Directors who fail to convene an ordinary meeting of the highest corporate body or fail to allow the exercise of the right of inspection may be sanctioned or removed from office by the competent entity. Failure to comply with the order to convene will result in the imposition of the applicable sanctions.
5. Extensive application to other legal entities: these rules shall be extensively applied to other legal entities according to their own and special rules. This includes assemblies in horizontal properties, if the rules established for each type of meeting (face-to-face or non-face-to-face) set forth in Law 675 of 2001 are respected.
We are looking forward to any assistance you may require in connection with the above. For this purpose, you may contact Jaime Moya (firstname.lastname@example.org) or Natalia Suárez (email@example.com).
The above information is offered as an information service to our clients and does not constitute legal advice.