Dissolution of Non-Operating Companies
Law 1955 of 2019 and Decree 1068 of 2020, empowered the Superintendence of Companies to declare the dissolution of non-operating companies.
This declaration applies to companies that are not subject to the supervision of a specialized entity and that are not in an insolvency process referred to in Law 1116 of 2006.
They are presumed to be non-operational:
Companies that have not renewed their commercial registration for three (3) consecutive years;
o Companies that have not sent the financial information required by the Superintendency of Companies for three (3) consecutive years.
The Superintendence of Corporations will take into account the failure to renew the commercial registration or to deliver timely financial information starting in 2021, 2022 and 2023.
Non-operating companies are those that are not active or are not carrying out their business activities.
Law 1955 of 2019 and Decree 1068 of 2020
Law 1955 of 2019 and Decree 1068 of 2020 establish the power of the Superintendence of Companies to declare the dissolution of non-operating companies, provided they meet certain conditions.
According to the law, companies that have not renewed their commercial registration for three consecutive years or that have not sent the financial information required by the Superintendence of Companies for three consecutive years are presumed to be non-operating companies.
The Superintendency will take into account the lack of renewal of the commercial registration or of delivery of financial information as of the years 2021, 2022 and 2023.
Not applicable to Law 1116 of 2006
It is important to note that this measure does not apply to companies that are in insolvency proceedings as established by Law 1116 of 2006, nor to those that are subject to the supervision of a specialized entity.
In any case, if a non-operating company is declared in dissolution, it must follow the procedures established by the Superintendence of Corporations for its liquidation.
What happens if the non-operating non-renewed companies have outstanding obligations at the time of declaring their dissolution by the Superintendence of Corporations?
If a non-operating company is declared in dissolution by the Superintendency of Corporations due to failure to renew the commercial registration or to submit the required financial information, and has outstanding obligations at the time of dissolution, these obligations must be met in the liquidation process of the company.
Implications
The liquidation of the company involves the sale of the assets and the payment of the outstanding obligations with the proceeds obtained from the sale of the assets, and in the event of insufficient proceeds, other means must be sought to pay the outstanding obligations.
What if they have no outstanding obligations at the time of declaring dissolution?
If a non-operating corporation is declared in dissolution by the Superintendency of Corporations due to failure to renew the commercial registration or to submit the required financial information, and has no outstanding obligations at the time of dissolution, the corporation must proceed to liquidation and close.
In this case, liquidation involves the sale of the company’s assets and the cancellation of debts, if any, with the proceeds obtained from the sale of the assets.
If after liquidation there remains a balance in favor of the corporation, it must be distributed among the shareholders, in accordance with the rules established in the corporation’s bylaws.
Once the liquidation is concluded, the company must file the cancellation of its commercial registration with the corresponding Chamber of Commerce and proceed to its definitive closing.
It is important to note that the dissolution and liquidation of a company does not exempt its administrators, legal representatives and shareholders from the obligations they have assumed in their capacity as such, and that in the event of noncompliance with legal and tax obligations, they may be subject to penalties and criminal, civil and administrative liabilities.
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