General Shareholders’ Meetings in Colombia

General Shareholders' Meetings

General Shareholders’ Meetings represent one of the fundamental pillars in the corporate structure in Colombia, playing a crucial role in decision-making and the strategic development of companies. In this article, we will explain the objectives, the call, the means to convene, the program and the place of celebration of these assemblies, providing a complete vision of their importance in the Colombian business context.

The functions of the highest body of a company, outlined by the Commercial Code in its articles 187 and 420, vary depending on the type of company, but converge in making crucial decisions for the development and stability of the corporate entity. Its general functions include:

Profit Disposal

Determine the amount, form and terms for the payment of dividends, managing the profits generated by the company.

Transformation or Merger of the Company

Evaluate and decide on the transformation or merger of the company if it is considered relevant for its growth and development.

Reforms to the Statutes

Approve statutory reforms that demonstrate progress and respond to the changing needs of the corporate entity.

Creation of Occasional Reservations

Authorize the creation of occasional reserves aimed at preventing economic crises or promoting the growth of the legal entity.

Election and Removal of Key Persons

Elect and remove administrators, as well as assign fees or salaries as stipulated in statutes and laws.

Approval of Balance Sheets and Accounts

Approve or disapprove balance sheets, accounts, financial statements, inventories and other reports presented by administrators and legal representatives.

Assessment of Business Reports and Statements

Assess reports related to the status of corporate businesses, business units, investments, as well as the tax auditor’s reports.

Share Registration Authorization

Authorize the registration of company shares, exercising control over the share capital and its distribution.

Guarantee of the Common Interest

Take measures aimed at guaranteeing compliance with the corporate contract and safeguarding the common interest of the shareholders, in accordance with current laws and its own statutes.

Objectives of the General Shareholders’ Meetings

The General Shareholders’ Meetings in Colombia, beyond being a legal requirement, represent the epicenter where the interests, visions and decisions that drive the future of a company converge. These assemblies are designed with fundamental objectives that range from transparency to the creation of a space where each shareholder has the opportunity to influence the most crucial decisions of the company. We break down in greater detail the essential objectives that guide the convening of these assemblies:

Transparency and accountability

Reporting: One of the main objectives is to provide shareholders with a clear and detailed view of the financial and management situation of the company through financial and management reports.

Strategic Decision Making

Discussion and Voting: The assembly provides the ideal platform to discuss strategic proposals and make decisions that will directly affect the course of the company. This may include approving budgets, changes to company structure, significant investments and other strategic decisions.

Election of Board of Directors

Share Participation: Facilitate the election of the board of directors through the active participation of shareholders, ensuring that those designated to lead the company have the support of the majority.

Profit Distribution

Decision on profits: In the event that the company has generated profits, the assembly is the forum to decide the distribution of dividends among shareholders, providing a tangible return on their investment.

Statutory Modifications

Adaptation to New Challenges: The objective of the assembly is the possibility of discussing and approving statutory modifications, allowing the company to adapt to changes in the business environment and optimize its internal structure.

Encourage Share Participation

Shareholder Inclusion: Create an inclusive space where every shareholder, regardless of the number of shares they own, has the opportunity to express their opinions, ask questions and participate in the company’s key decisions.

Normative compliance

Support Legal Compliance: Ensure that the company complies with legal requirements related to the calling and holding of general meetings, strengthening corporate governance and transparency.

Call and Means to Call

The call to a General Assembly of Shareholders must be made in accordance with the company’s statutes and Colombian regulations. Typically, a formal notice is issued in advance, stating the date, time, and location of the meeting. The means to convene may vary, but written notifications, official communications and, in the digital age, electronic platforms are commonly used.

General Assembly Program

The development of a General Assembly of Shareholders in Colombia involves a series of key points that make up the meeting program. This carefully structured itinerary seeks to facilitate effective discussion and strategic decision making. Below, we break down in more detail the fundamental elements that make up the program of a General Assembly:

Quorum Verification

Attendance Record: At the beginning of the meeting, an attendance record is made to verify the presence of shareholders.

Quorum Required: It is confirmed that the necessary quorum is met for the decisions made during the assembly to be valid.

Election of Board of Directors

Presentation of Candidates: In case of renewal, candidates are presented for the election or re-election of the board of directors.

Voting Process: Shareholders cast their votes to select members of the board of directors.

Reports Overview

Financial Report: A detailed report is presented on the financial situation of the company, including income statements and balance sheets.

Management Report: Management provides a summary of activities and achievements during the corresponding period.

Strategic decisions

Major Proposals: Key proposals requiring shareholder approval are addressed, such as statutory changes, significant investments, or dividend distributions.

Debate and Voting: Shareholders actively participate in the debate of proposals and cast their votes to make strategic decisions.

Requests and Questions

Open Participation: Space is provided for shareholders to ask questions, express concerns or present additional proposals.

Management Responses: Management responds to shareholder questions and comments, promoting transparency and open communication.

Meeting Place

The choice of the place to hold a General Assembly depends on various factors, such as the nature of the company and the number of shareholders. It can be held at the company’s headquarters, in external auditoriums or, in exceptional cases, virtually, especially in consideration of extraordinary circumstances such as the pandemic.

NOI Coworking

NOI, located in the vibrant heart of Medellín, offers an environment that combines elegance and functionality, providing the perfect setting for holding high-caliber business meetings. With modern facilities and cutting-edge technological equipment, NOI Coworking stands as an ideal option for companies seeking to transcend conventional limitations.

The versatility of our coworking spaces allows us to adapt to the specific needs of any General Assembly of shareholders. We have meeting rooms equipped with the latest technology to auditoriums that can accommodate a significant number of people.

Furthermore, in a world that values connectivity, NOI Coworking offers the possibility of organizing General Shareholders’ Meetings virtually, allowing the active participation of shareholders, regardless of their geographical location.

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