Shareholder disputes: how to prevent them and how to resolve them without destroying the company

Companies rarely die for lack of customers. More often they die from within: two shareholders who have stopped speaking to each other, a majority that governs only for itself, a minority shareholder who blocks everything out of spite, a family that mistook Sunday lunch for the shareholders' meeting. This guide is about exactly that: how to prevent shareholder disputes starting with the bylaws and the shareholders' agreement, how to recognize the types of conflict that Colombian law has already named and regulated, and by which route each one is resolved before reaching the point where the only way out is to wind the company up.

Colombian corporate law —Código de Comercio, Ley 222 de 1995 and Ley 1258 de 2008— devotes very fine-grained rules to this: two months to challenge shareholders' meetings, an abuse of the right to vote in three forms, a withdrawal with an exhaustive list of grounds and a Superintendencia that hands down judgments. Whoever knows that map negotiates better and fights less.

We do not explain here which type of company to choose or how to incorporate it —that is covered in the types of company in Colombia and in how to incorporate a company—, nor the general duties of a company already in operation (commercial law and business companies). This pillar focuses on the relationship among shareholders: how it is looked after, how it breaks down and how it is repaired.

The essentials

If you could take away only seven ideas, let them be these:

• The best lawsuit is the one prevented in writing: majorities, rights of first refusal, exit and arbitration are agreed while the shareholders still get along.
• A shareholders' agreement, once deposited, binds the company, and a vote cast against it is not counted (Ley 1258, art. 24).
• The majority cannot do whatever it likes. Abusive voting —by the majority, by the minority or in parity (50/50)— gives rise to damages and may render the resolution null (Ley 1258, art. 43).
• Two months is, as a general rule, the deadline for challenging a shareholders' meeting resolution that breaches the law or the bylaws (C. de Co. [Código de Comercio, the Colombian Commercial Code], art. 191).
• There is no automatic exit door. Withdrawal applies only on the grounds set out in the statute (Ley 222, arts. 12 et seq.); exclusion, on the grounds agreed in the bylaws or set out in the statute; everything else is negotiated.
• The Superintendencia de Sociedades (the corporate supervisor, which in Colombia also sits as a court) hands down judgments in corporate disputes, challenges to resolutions, abuse of rights and disregard of the corporate personality (Ley 1258, art. 44; CGP [Código General del Proceso], art. 24).
• Dissolution is the last resort, not a tactic. It applies once it has become impossible to pursue the corporate purpose (C. de Co., art. 218; Ley 1258, art. 34), but winding up almost always destroys more value than it distributes.

Why a dispute among shareholders is not an ordinary lawsuit

An ordinary lawsuit pits two parties who can turn their backs on each other once it ends. A corporate dispute does not, because of three features that make it more delicate.

The relationship continues throughout the dispute. You and your fellow shareholder remain co-owners on every morning of the litigation: financial statements have to be approved, the commercial registration renewed, the payroll signed. Scorched-earth strategies, aggressive in other lawsuits, are self-destructive here.

There is a company in operation caught in the middle. Employees, customers and banks suffer it through no fault of their own: a manager who cannot be appointed, a loan that goes unsigned. The value of the company —the very thing the two of you are fighting over— erodes with every month of deadlock.

And family or friendship is usually involved. A good share of closely held companies are family businesses or ventures among longtime friends; the dispute carries grievances that appear in no set of minutes. Handled well, those planes stay apart; handled badly, they blend until neither the business nor the family survives.

Consider this: you hold 40% of a SAS (sociedad por acciones simplificada, Colombia's simplified stock corporation) and have gone two years without dividends while your fellow shareholder, who runs the company (the other 60%), raises their own salary every January. The law has tools for that predicament.

The common mistake. Treating it as a personal quarrel, or suing straight away and burning the negotiation that would have settled it more cheaply.

Prevention starts in the bylaws: the clauses that avoid lawsuits

The bylaws are your company's constitution. Off the shelf, they leave it governed by generic default rules: they do not know that there are two of you at 50% each, or that one of you puts in the capital and the other the work. Prevention begins by writing tailor-made rules, in four blocks.

1. Quorum and majorities. Unless otherwise agreed, the SAS shareholders' meeting decides by half plus one of the shares present, but the bylaws may require higher majorities (Ley 1258, art. 22). Save them for structural matters: each one you agree to is a veto you give away.

2. Right of first refusal and restrictions on share transfers. It is not a matter of indifference to you who your fellow shareholder is: the bylaws of a SAS may prohibit the transfer of shares for up to ten years or subject it to authorization by the shareholders' meeting, and any transfer made in breach is of no effect by operation of law (Ley 1258, arts. 13 to 15). The right of first refusal is agreed separately.

3. Exit clauses. The tag along (the minority shareholder sells alongside the majority, on the same terms) and the drag along (the majority drags the minority into a sale of 100%, at the same price) are not named as such in the statute, but they can be agreed under art. 24 ("any other lawful matter"). They resolve the hardest question of all: how each of you gets out.

4. Arbitration clause. The bylaws may submit to arbitration or to amigable composición (a binding determination by a neutral expert, with the effect of a settlement) any differences among shareholders, with the company or with its officers, including challenges to resolutions (Ley 1258, art. 40). This is a strategic decision that should not be inherited from a template.

Example: if you come in with 30% of a friend's SAS under off-the-shelf bylaws, tomorrow the 70% can dilute you or withhold distributions for years; negotiating it beforehand prevents that.

The common mistake. Incorporating from a template "so as not to complicate the launch": amending the clauses in arts. 13, 14, 39 and 40 later on requires 100% of the shares, the unanimity that no longer exists once conflict appears.

The shareholders' agreement: private rules with real force

There are arrangements you would rather not air in the bylaws, which are public: how you will vote to elect the board, what dividend policy you will maintain, what happens if one of you receives an offer for your block of shares. That is what the shareholders' agreement is for, and it carries a force many underestimate.

It is remarkable: a private document, with no notarial deed and no registration, binds the company by the mere fact of being deposited with its management. If your fellow shareholder votes against what they signed, that vote is not counted; and if they breach it, you apply for specific performance before the Superintendencia (CGP, art. 24-5-a).

What should you agree on? The list is open-ended; what prevents the most conflict: dividends, pay for shareholders who work in the business, rules for family members, tie-breaking mechanisms, reciprocal purchase options and a non-compete for whoever leaves.

Example: if you and your fellow shareholders agree to distribute at least 50% of net profit and deposit the agreement with management, any vote that disregards it is not counted.

The common mistake. Signing the agreement and not depositing it, agreeing a term of more than ten years without unanimous renewal, or failing to extend it to a new shareholder who comes in without signing it.

Decision deadlock: when the company ends up tied

Deadlock is the quietest of these disputes and among the deadliest: nothing can be decided. Its typical forms: two shareholders at 50% each voting in opposite directions; a quorum that is impossible because the absent shareholder knows that without them there is no meeting; a supermajority that now works as a permanent veto.

The consequences pile up: financial statements are not approved, the legal representative is not replaced, no decision is taken either to distribute or to capitalize. The business invoices out of inertia, but it is governed by the tie, which at the extreme amounts to a ground for dissolution: the impossibility of pursuing the corporate purpose.

How is it prevented? With tie-breaking mechanisms agreed in calmer times: a board with an odd number of members; a rotating chair with a casting vote on a closed list of matters; an amigable componedor for defined subjects; or reciprocal purchase options such as the buy-sell (one of you sets a price at which they will either buy or sell, and the other chooses). They force an honest offer, although they favor whoever has more liquidity.

Example: two friends at 50/50 under off-the-shelf bylaws, no longer on speaking terms and with the bank asking for minutes that do not exist: a tie-breaking clause would have prevented it.

The common mistake. Incorporating at 50/50 "because we are equals" with no tie-breaking mechanism: equality without release valves is not balance, it is a deadlock waiting to happen with the business as hostage.

Abuse of the right to vote: majority, minority and parity

A vote is a right, not a free pass. The notion that "whoever has the votes decides, and that is that" expired more than fifteen years ago: Ley 1258 established abuse of the right to vote, which the Superintendencia penalizes with damages and nullity.

Abuse of majority. The most frequent one: votes that formally suffice, put to the service of harming or squeezing the minority. Typical portraits: withholding profits while the majority holders pay themselves generous salaries; issuing shares at a derisory value to dilute whoever does not go along with the capital increase; contracting with companies owned by the controlling shareholders on damaging terms. Since 2013 the Delegatura de Procedimientos Mercantiles (the Superintendencia's commercial adjudication division) has annulled resolutions adopted with abusive votes.

Abuse of minority. The mirror image: the minority shareholder whose vote is indispensable —because of a supermajority or unanimity requirement— and who withholds it to extract an advantage, such as blocking a vital capital increase until they are bought out at a high price. This too can be declared abusive.

Abuse of parity. In a 50/50, the tie used as a weapon to force the other side to surrender. That the law names it says something: the legislature had already seen enough companies die that way.

Example: holding 20% of the family SAS, four years without dividends and with your majority-holding brother raising his own salary three times, there is abuse of majority that can be challenged before the Superintendencia.

The common mistake. On the majority side, relying on formality when what is judged is the effect; on the minority side, failing to document, because abuse is proved with minutes.

Challenging shareholders' meeting resolutions: what can be attacked, and within what time

Not every resolution you dislike can be attacked, and not every irregular resolution is defective in the same way. The Código de Comercio distinguishes three sanctions (art. 190): resolutions of meetings that breach the notice requirements or the place of meeting are ineficaces (of no legal effect, and with no judicial declaration required); those adopted without the required votes or exceeding the corporate contract are absolutamente nulas (absolutely null); and those that are not general in character are inoponibles (unenforceable) against absent and dissenting shareholders.

Three practical points. Who: officers, revisores fiscales and absent or dissenting shareholders (whoever voted in favor cannot later turn against their own vote). Deadline: two months from the meeting or, if the act had to be recorded, from the recording; short, and it cannot be extended. Before whom: the Superintendencia acting in its judicial capacity, a judge, or arbitrators where there is an arbitration clause —the rule that reserved these challenges to the courts (C. de Co., art. 194) was repealed by the Estatuto Arbitral (Colombia's arbitration statute: Ley 1563 de 2012, art. 118)—. Damages for the annulled act lie with the judge alone (CGP, art. 24-5-c).

Example: if you were not summoned to the shareholders' meeting that amended the bylaws in order to neutralize you, that meeting is ineficaz (art. 190) and two months run from the recording in which to challenge it.

The common mistake. Letting the two months lapse while you wait for your fellow shareholder to see reason: negotiating and challenging are not mutually exclusive; you file within the deadline and keep negotiating.

Exclusion and withdrawal: how a shareholder leaves (or is removed) under the law

Two opposite and complementary figures: in exclusion, the company removes the shareholder; in withdrawal, the shareholder leaves and requires the company to reimburse them. Both have grounds and a procedure; outside them, an exit is agreed, not demanded.

Exclusion. In a SAS the bylaws may set out grounds for exclusion —failing to pay in capital contributions, competing with the company, seriously harming it—, with reimbursement under the procedure in Ley 222 and a decision of the shareholders' meeting taken without the vote of the shareholder concerned. There are also statutory grounds: failure to pay in the contribution (C. de Co., art. 125) and, where so agreed, a change of control in a corporate shareholder that is not reported (Ley 1258, art. 16).

The right of withdrawal (derecho de retiro, also called receso). It protects the shareholder trapped in a company that has changed substantially without their vote. It is available to absent or dissenting shareholders where a conversion, merger or spin-off (escisión) imposes greater liability on them or impairs their economic rights, and in stock corporations also where the registration in the Registro Nacional de Valores or on the stock exchange is cancelled (Ley 222, art. 12). In a SAS it is also available upon a global transfer of assets —the sale of substantially all of the company's assets— that impairs those rights (Ley 1258, art. 32).

The exit has its own choreography: the company offers the shares to the other shareholders, who acquire them pro rata, and only then does the reimbursement arise, valued by mutual agreement or by experts appointed by the cámara de comercio (chamber of commerce), whose appraisal is mandatory (arts. 15 and 16). It may be denied where it affects the assets that stand as common security for creditors, and the departing shareholder remains liable for one year, up to the amount reimbursed, for earlier obligations.

Example: once a merger that cuts your stake from 15% to 6% is approved over your dissenting vote, you have eight days —not eight weeks— to notify your withdrawal to the legal representative.

The common mistake. Believing that withdrawal is available for any grievance, or agreeing vague grounds for exclusion with no evidentiary procedure: badly handled, it ends in years of litigation with the excluded shareholder still inside.

The shareholder who does not pay in, the shareholder who competes

The one who does not pay in their contribution. Promised capital is not a statement of intent: if the shareholder does not deliver it in the manner and at the time agreed, the company applies the remedies agreed in the bylaws and, failing any such agreement, chooses among three statutory routes, with default interest.

The one who competes or takes advantage. If the shareholder is also an administrador (a manager, a board member — that is, an officer of the company), a strict regime of loyalty, diligence and non-competition weighs on them, save where the shareholders' meeting authorizes otherwise without harm to the company (Ley 222, art. 23). If they breach it, they are jointly and unlimitedly liable, with fault presumed (art. 24), and the acción social de responsabilidad —the company's own liability claim— is available: it is decided by the shareholders' meeting (which 20% of the capital may convene), it entails removal by operation of law and, if the company does not sue within three months, any shareholder may do so (art. 25). If no an administrador, the grounds for exclusion and the unfair-competition regime apply (Ley 256 de 1996); and if they meddle in management, the SAS treats them as a de facto officer (Ley 1258, art. 27, parágrafo).

Example: if the fellow shareholder who manages the company sets up, with his wife and the company's database, a competing business, the acción social with removal, exclusion, unfair competition and, depending on the case, the criminal side all coexist: the criminal liability of company directors and when the company is the victim of a crime.

The common mistake. Tolerating, with no written demand, the shareholder who did not pay in or who competes: tolerance makes proof harder and suggests that it was all consented to. Put your demand in writing early.

Family businesses: when the conflict shares your last name

A good share of Colombia's closely held companies are family businesses, and comparative experience repeats the warning: few survive into the third generation, and the dominant cause is not the market but internal conflict. Three systems with different rules coexist —the family (affection and equality), ownership (percentages) and management (merit)—, and each invades the others if no one draws the boundaries.

The flashpoints are recognizable: the founder who neither lets go nor appoints a successor; the children who work in the business as against those who only collect dividends; spouses on the payroll; and the succession, which overnight turns heirs with no calling into voting shareholders, without the tacit understandings that used to keep the peace.

The tools are those of this guide, plus one further layer: the family protocol (employment and pay of family members, dividends, family governance, exit). On its own it is a gentlemen's agreement; it acquires force when its rules are carried over into the bylaws and into the deposited shareholders' agreement (Ley 1258, art. 24). It is complemented by insurance or purchase options for the heirs who do not want to be shareholders, and by professionalized management.

Example: if on your death two children who work in the business and a daughter who lives abroad inherit in equal shares, reinvestment and dividends collide; a protocol carried over into the bylaws turns that into a procedure.

The common mistake. Trusting that "we are siblings, we will work it out" and leaving the rules for later. In a family business, later means: at the succession, in mourning, with separate lawyers and without the founder who used to arbitrate.

The routes to a solution, in order: from direct settlement to a judgment

Once the conflict exists, the question is not "do I sue or not?", but "on which rung can this still be resolved?". In order of cost and attrition:

1. Direct settlement, done with method. It is not a coffee: it is documented negotiation, with an agenda, figures and written proposals. Many disputes are a disagreement about price dressed up as grievances; putting a number on it early takes the air out of it.

2. Conciliación. Before a conciliation center, with a neutral third party; what is agreed there is directly enforceable and has the force of res judicata (Ley 640 de 2001 and Ley 2220 de 2022). Discreet, fast and low-cost.

3. Amigable composición. A technical third party decides specific differences —the value of a stake, whether an agreed ground has occurred— with the effects of a settlement (Ley 1258, art. 40).

4. Arbitration, where there is a clause. The tribunal decides by an award equivalent to a judgment, including on a challenge to resolutions. Advantages: specialization, speed, confidentiality; cost: the tribunal's fees, burdensome where the amounts at stake are small.

5. The Superintendencia de Sociedades, acting in its judicial capacity. The piece that transformed corporate litigation: a specialized, fast forum that hands down real judgments.

6. The judges. The Superintendencia's jurisdiction is concurrent: you may choose the civil court judge, who has matters of their own —the claim for damages arising from the annulled act, matters outside its supervision and, in companies not subject to supervision, the occurrence of a ground for dissolution, which is decided by the judge of the corporate domicile where no arbitration clause has been agreed (C. de Co., art. 221)—.

How to choose? What has been agreed (the arbitration clause governs), what you are seeking (enforcing an agreement or annulling a resolution fits before the Superintendencia; damages for the annulled act does not) and what relationship you want to preserve: the lower down it is resolved, the more likely the company —or at least the exit price— is to survive. On when to seek advice, when to turn to a corporate lawyer.

The common mistake. Jumping to the highest rung, or lingering on the soft ones while the hard deadlines run out: two months to challenge, eight days to withdraw.

The negotiated exit: valuing and selling the stake

The quiet statistic in these disputes is that most do not end in a judgment: they end with one shareholder buying the other out. Doing it well is a discipline; doing it badly sows the second lawsuit.

The valuation. There is no such thing as "the" price of a stake; there are methods (adjusted book value, comparable multiples, discounted cash flow) and, in closely held companies, minority and illiquidity discounts. The essential thing is to agree the method, the financial cut-off date and who does the valuing. The statute gives a clue: for the reimbursement on withdrawal, failing agreement, "the appraisal shall be carried out by experts appointed by the Cámara de Comercio of the corporate domicile. That appraisal shall be mandatory" (Ley 222, art. 16). An independent expert with a binding opinion avoids the war of expert reports.

The structure of the deal. A sale between shareholders at odds must close every flank: price and payment (in installments, with security and acceleration); a pledge over the shares sold; representations about undisclosed liabilities; carefully bounded releases; a non-compete and confidentiality undertaking from the departing shareholder; and full formalization (the shareholders' register and the right of first refusal).

Example: on selling your 35% in installments, a pledge over the shares and a release conditional on payment make the deal safe without making it hostile.

The common mistake. Negotiating on the other side's financial statements, with no audit and no cut-off date, and signing unconditional releases before collecting the last installment.

When the conflict is already paralyzing: dissolution as a last resort

There remains the extreme scenario: the company turned into the shell of a lawsuit, with no decisions and no negotiated exit. That is what dissolution is for —an orderly legal death— which opens the winding up: paying the creditors and distributing the surplus.

Insurmountable deadlock fits within the impossibility of pursuing the corporate purpose: a company whose corporate bodies have gone years without deciding anything structural is not pursuing it, it is merely outliving it. But dissolution is the economic defeat of both sides: the assets sell badly, the customer base evaporates and the creditors are paid first out of the surplus. Threatening it backfires: it impoverishes the very asset in dispute.

Example: before applying for dissolution after a four-year tie, compare in figures what you would receive in a winding up against a sale of your block; that figure usually unblocks the negotiation.

The common mistake. Invoking dissolution in the heat of the moment, without calculating what it would be worth to you in a winding up; or holding out from pride when the company now produces nothing but lawyers' fees.

Quick map: conflict, rule, route and deadline

This table sums up the route. It does not replace an analysis of your case, but it will orient you in a minute:

What not to do when the conflict breaks out

The most expensive mistakes are not made by the lawyer: they are made by the shareholder in the heat of the moment.

• Emptying the cash box or "paying yourself" by self-help. Paying yourself advances or diverting collections "while this gets sorted out" turns the aggrieved party into the offender: it engages liability as an officer —or as a de facto officer (Ley 1258, art. 27, parágrafo)— and it can have criminal implications; see the criminal liability of company directors and financial crimes.
• Manufacturing or "adjusting" minutes. Minutes of a meeting that never took place, or signatures bearing a false date, amount to document forgery: they turn the corporate dispute into a criminal case file.
• Blocking out of revenge. Withholding your vote on everything, even on operational matters, exposes you to a declaration of abuse of minority or of parity, with damages payable (Ley 1258, art. 43).
• Taking information, customers or employees with you. It breaches the duties of officers (Ley 222, art. 23) and the unfair-competition regime, and it may be a criminal offense against the company, which also has routes of its own: when the company is the victim of a crime.
• Staying away from shareholders' meetings. Where there is a quorum, decisions are taken without you, and you lose the chance to have your objections recorded: the raw material of a challenge and of proving abuse.
• Airing the conflict in front of customers and banks. It depreciates the company whose stake you intend to sell dear, and it can give rise to liability for the damage caused.
• Signing generic "peace agreements" without advice. A broad release can waive the challenge (which lapses in two months), the acción social or the claim for withheld profits.

Common myths

"Whoever holds 51% can do whatever they like." False. The vote must be exercised in the interest of the company; a majority vote with a harmful purpose or effect is abusive and the resolution may be annulled, with damages (Ley 1258, art. 43). The majority governs; it does not confiscate.

"A 50/50 protects us both." False. Without tie-breaking mechanisms, a 50/50 does not protect: it ties. And a prolonged tie feeds abuse of parity and, at the limit, dissolution.

"As a minority shareholder, there is nothing to be done." False. The informed minority shareholder has an arsenal: challenge (2 months), abuse of majority, the right of inspection, withdrawal, enforcement of the deposited agreement, the acción social and the Superintendencia. What they do not have is unlimited time.

"The shareholders' agreement is worthless because it is not in the bylaws." False in the SAS: once deposited with management, it binds the company, a vote cast against it is not counted and its specific performance is applied for before the Superintendencia (Ley 1258, art. 24).

"If I want to leave, they have to buy me out." False as a general rule. There is no universal right to have your stake bought out; withdrawal with reimbursement applies only on the statutory grounds. Outside them, the exit is negotiated: that is why exit clauses are agreed at the outset.

"The Superintendencia only imposes fines; lawsuits go to the judge." False. Since Ley 1258 and the CGP, the Superintendencia exercises real judicial functions in corporate matters, concurrently with the courts (Ley 1258, art. 44; CGP, art. 24-5).

Preventive checklist: before joining (or staying in) a company

Use it as an honest self-examination, whether you are about to go into business with others or want to gauge your current exposure:

• You have read the bylaws in full and you understand which majorities govern each type of decision.
• You know whether there is a right of first refusal and what happens if a shareholder wants to sell to a third party.
• There are exit clauses (tag along, drag along, reciprocal options) or a valuation method with a cut-off date and an expert.
• There is a tie-breaking mechanism if the split is 50/50 or there are majorities that amount to a veto.
• The shareholders' agreement is signed, in force and deposited with management, for a term of no more than ten years.
• The grounds for exclusion are agreed together with a procedure, in the knowledge that amending them will require 100% of the shares.
• You decided deliberately whether there will be an arbitration clause, with what scope and costs.
• The dividend policy and the pay of the shareholders who work in the business are in writing, so that withholding profits does not become a salary for some and a fast for others.
• In a family business: there is a protocol carried over into the bylaws and into a deposited agreement, and the founder's succession is planned.
• The promised contributions have a deadline and a consequence for breach (C. de Co., art. 125).
• You keep evidentiary discipline: you attend the shareholders' meetings, have your objections recorded, and keep minutes and financial statements. Whoever has the file has half the case.
• You are clear about your map of routes: which deadline is running (2 months to challenge, 8 days to withdraw) and which forum to turn to in your case.

If you found more empty boxes than full ones, do not read that as an alarm but as an agenda: each box is closed with concrete legal work, at a fraction of the cost of the lawsuit it prevents. At Cafore Abogados we support prevention —bylaws, shareholders' agreements, family protocols— and the resolution of conflicts already out in the open, with a frank reading of your options and with no promises of results. You can write to us or call 313 8411825.

Key aspects of corporate law in Bogotá when there is a conflict

A dispute among shareholders rarely arrives on its own: it comes mixed with matters of corporate law that are worth looking at at the same time. If the bylaws are out of date, if the company in fact operates differently from the way it is written down, if there are officers whose appointment was never recorded or minutes that were never registered, any negotiated exit collapses in the paperwork. Before fighting over the substance, check that the formal structure will support the decision you want to take.

In Bogotá, moreover, a good part of these matters is settled before the Superintendencia de Sociedades or before the Cámara de Comercio, and not before a civil court judge: knowing which door to knock on changes the timeline completely. If the conflict has not yet broken out, prevention begins with choosing the right type of company and with bylaws written for disagreement; if you already need support, see when your company needs a corporate lawyer.

Laws and case law cited

• Ley 1258 de 2008, art. 24 — shareholders' agreements: the company's duty to comply with them once deposited, a maximum term of 10 years, the non-counting of a vote cast against them and specific performance before the Superintendencia. Source
• Ley 1258 de 2008, art. 43 — abuse of the right to vote (majority, minority and parity): damages and absolute nullity before the Superintendencia, through the proceso verbal sumario. Source
• Ley 1258 de 2008, art. 44 — the conferral of judicial powers on the Superintendencia over arts. 24, 40, 42 and 43, on the basis of art. 116 of the Constitution. Source
• Ley 1258 de 2008, arts. 13-16, 22, 27, 32, 34-35, 39, 40-42 — restrictions on the transfer of shares and their ineffectiveness, quorum and majorities, the de facto officer, withdrawal on a global transfer of assets, dissolution and cure of the ground, exclusion, corporate arbitration, unanimity for sensitive clauses and disregard of the corporate personality. Source
• Código de Comercio, arts. 190-193 — ineficacia, nullity and inoponibilidad of resolutions; challenge by officers, revisores fiscales and absent or dissenting shareholders within 2 months; the claim for damages. Source
• Código de Comercio, art. 125 — the shareholder who does not pay in their contribution: exclusion, reduction or enforced collection, with default interest. Source
• Código de Comercio, arts. 218-221 — grounds for dissolution, cure within 6 months and jurisdiction to decide disagreements about the ground. Source
• Ley 222 de 1995, arts. 12-17 — the right of withdrawal: an exhaustive list of grounds, impairment of economic rights, exercise within 8 days, the purchase option, reimbursement with a mandatory expert appraisal and the ineffectiveness of clauses that render it nugatory. Source
• Ley 222 de 1995, arts. 23-25 — the duties of officers (loyalty, non-competition, conflict of interest), liability with fault presumed and the acción social de responsabilidad with removal. Source
• Código General del Proceso (Ley 1564 de 2012), art. 24, num. 5 — the judicial powers of the Superintendencia: shareholders' agreements, corporate disputes, challenges, disregard of the corporate personality and abuse of rights; concurrent jurisdiction. Source
• Ley 1563 de 2012, art. 118 — repeal of art. 194 of the C. de Co.: the arbitrability of a challenge where there is an arbitration clause; the statute also governs amigable composición. Source
• Ley 640 de 2001 and Ley 2220 de 2022 — the regime of out-of-court conciliation (general reference, no verbatim quotation). Source
• Superintendencia de Sociedades, Sentencia 800-73 de 2013 — abuse of the right to vote by the majority; nullity of the resolution (proc. 2012-801-052). Official text.
• Superintendencia de Sociedades, Sentencia 800-52 de 2016 — conflict of interest of the officers (Ley 222 de 1995, art. 23.7); nullity and restitution. Official text.
• Corte Constitucional, Sentencia C-318 de 2023 — the scope of the judicial jurisdiction of the Superintendencia de Sociedades. Official text.