Publications

October newsletter

The Ministry of Labor issues Circular 075 of 2025 to prevent, identify, and address situations of workplace harassment, sexual harassment, and discrimination against transgender people, non-binary people, and people with non-hegemonic gender identities.

The Ministry of Labor urges institutions and companies to take urgent and appropriate measures to prevent, address, raise awareness, and guide workers on workplace harassment, sexual harassment, and the prevention of violence and discrimination against people who identify with non-hegemonic sexual orientations and gender identities, following these instructions:

Use the name and pronoun with which people identify, without requiring prior modification of their identity document, on ID cards, internal and external communications, correspondence, contracts, resolutions, minutes, employment certificates, and all types of official documents in general. Failure to do so constitutes discriminatory behavior based on gender identity and may be considered workplace harassment.
Trans women cannot be required to present a military card in order to be hired or remain in their job. In the case of trans men, the requirement to present a military card cannot be an obstacle to entering employment.
Transgender people have the right to wear the uniform and clothing they consider appropriate for the gender identity with which they identify.
In cases where bathrooms are separated for men and women, transgender people have the right to use the bathroom that corresponds to the gender with which they identify.
It is considered discriminatory to make trans people, non-binary people, and people of non-hegemonic gender invisible or to hide them, through behaviors such as not including them in wellness activities, relegating them to confined spaces, not inviting them to work meetings, or removing them from the duties for which they were hired without valid justification.
It is reiterated that, under Law 1010 of 2006, making jokes or wisecracks about the gender identity of transgender, non-binary, and non-hegemonic gender individuals is considered workplace harassment.
Establish inclusive and non-discriminatory selection processes, seeking to overcome gender stereotypes and prejudices about this population. To this end, it is recommended to: train the personnel involved in the process; evaluating processes to identify possible gender biases; reviewing job offers to ensure that job descriptions are not discriminatory, using inclusive language; and publishing vacancies in the Public Employment Service through the Provider Network.

Actions that companies must take for implementation:

Train the members of the Workplace Coexistence Committees.
Include a differential approach that recognizes transgender, non-binary, and non-hegemonic gender individuals in the policies, protocols, and care pathways established against sexual harassment.
Incorporate awareness programs on gender diversity.
Implement mechanisms for reporting acts of discrimination, allowing for effective care for victims in complaint procedures and action by the Workplace Coexistence Committee.

Law 2540 of 2025 introduces arbitration for enforcement proceedings, with the aim of helping to relieve congestion in the judicial system.

Object: With the enactment of this law, executive proceedings may now be submitted to arbitration, provided that there is an arbitration agreement. The same law expressly provides that the executive arbitration process shall be institutional and shall apply to any type of enforcement, and in no case may ad hoc arbitration be used. The arbitration award shall be rendered in accordance with the law. Consequently, any agreement referring to an award in equity or technical award shall be deemed not to have been written.

Similarly, the enforcement of domestic arbitral awards may be submitted to the same arbitral tribunal, except for those rendered in international arbitrations based in Colombia, while the enforcement of arbitral awards against public entities or individuals exercising administrative functions may not be brought before the same arbitrators who rendered them.

Characteristics of the arbitration agreement: It is a legal transaction whereby the parties undertake to submit to arbitration the enforcement of enforceable titles and disputes arising from the underlying transaction of the title affected by the agreement. This may consist of a commitment or an arbitration clause and may not form part of a security that is invoked as an enforceable title, in which case it must necessarily be recorded in a commitment set out in a document attached to or separate from it.

Procedure: Arbitration centers may incorporate into their regulations the rules of procedure for executive arbitration and for the implementation of preliminary precautionary measures, respecting the minimum guarantees of due process.

An extraordinary appeal for annulment may be filed against the executive arbitration award.

Term: If the arbitration agreement does not establish the duration of the proceedings, they shall last up to twelve (12) months, counted from the issuance of the order setting the dispute, the decree of evidence, and the approval of the settlement of the claim.

Fees: The Ministry of Justice and Law shall regulate the fees of the executing arbitrators, those of preliminary precautionary measures, the arbitrators executing the awards, and the administrative expenses corresponding to the center.

Consumer protection measures: This law not only regulates the executive arbitration process, but also introduces the following measures to protect consumer rights:

In contracts entered into with consumers that stipulate an arbitration agreement or in relation to which arbitration is agreed upon, the consumer must be provided with clear, truthful, sufficient, timely, verifiable, understandable, accurate, and appropriate information on the effects and scope of the arbitration agreement and the executive arbitration process.
In the event of non-compliance with this obligation by the entity, the consumer shall not be bound by the arbitration agreement, unless he or she decides to resort to arbitration or, having been summoned to an arbitral tribunal, does not invoke the ineffectiveness of the agreement. In addition, financial institutions are liable to sanctions by Financial Superintendency in the event of non-compliance.
Likewise, the consumer’s acceptance of the arbitration agreement must be specified in the credit application independently and may not be a requirement or condition for the granting or disbursement of the credit, nor may it subject decisions on credit conditions to acceptance or non-acceptance of the arbitration agreement.
Consequently, the mere acceptance of the terms and conditions in consumer relations shall not be considered an arbitration agreement. This must be express, clear, and reflect the free and informed will of the consumer.
In the context of the arbitration process, the inalienable nature of consumer rights must be observed, which means that no clause of the arbitration agreement or provision of this procedure may be interpreted to the detriment of those rights.

Right of withdrawal from the arbitration agreement: In contracts entered into with consumers of financial services through adhesion contracts or general conditions that include an arbitration agreement, the consumer’s right of withdrawal from said agreement shall be understood to be incorporated, which must be exercised within 60 days following the disbursement of the credit or the moment when the obligations in favor of the consumer began to be fulfilled, unless this right is expressly included in the arbitration agreement, in which case there shall be no time limit for its exercise and it may be exercised until the expiration of the term for raising objections on the merits in the respective arbitration proceedings.

General Prohibitions:

The procedures regulated in this law, as they involve enforcement with precautionary measures, shall be confidential.

Entities supervised by the Financial Superintendency, electronic payment associations and networks, and legal or natural persons whose main activity is to grant money loans may not participate in any capacity in the creation, development, or operation of for-profit or non-profit legal entities that create arbitration centers to administer the executive arbitration process.

Social enforcement arbitration. Arbitration centers shall promote social enforcement arbitration and facilitate access to the free provision of this type of arbitration service for small claims, without prejudice to each center’s ability to provide the service for larger amounts.

Validity. This law shall come into force six (6) months after its enactment, i.e., on February 26, 2026.

Legal challenges and strategic pathways for biodiversity protection in Colombia: towards a green economic transition

By Daniel Peña Valenzuela, Partner Peña Mancero Abogados

I. Introduction

Colombia’s constitutional framework establishes the protection of biodiversity as a fundamental duty of the State and a right of all citizens (derecho fundamental y colectivo). As one of the most megadiverse countries globally, Colombia faces a complex legal and policy challenge: how to reconcile its ecological wealth with the imperatives of economic growth, international trade, and rural development. The expansion of the agricultural frontier, the emergence of bioeconomic markets, and the rise of ecotourism as a conservation-financing tool demand a coherent legal response.

This article examines the regulatory, institutional, and fiscal mechanisms necessary to transform biodiversity from a vulnerable asset into a strategic pillar of Colombia’s green economic transition.

II. Agricultural Frontier and Legal Instruments for Sustainable Land Use

The recent update of Colombia’s agricultural frontier reveals a total of 42.9 million hectares, a figure that underscores both the scale of productive potential and the urgency of legal intervention. Within this frontier lie vast areas of degraded or underutilized soils that, if reconverted under appropriate legal frameworks, could support agroforestry systems, silvopastoral models, and perennial crops such as cacao, rubber, certified palm oil, and long-cycle timber. These transitions are not merely agronomic innovations; they are legal transformations that require zoning regulations, environmental licensing, and land-use planning instruments aligned with Law 99 of 1993 and the mandates of the National Environmental System (SINA).

The legal rationale for promoting such transitions is grounded in their capacity to reduce deforestation, increase per-hectare productivity, and enable access to international markets that demand verifiable sustainability. The European Union Deforestation Regulation (EUDR), which will apply to Colombian large companies in 2025 and to Colombian small and medium enterprises in 2026, imposes strict due diligence obligations on importers of commodities such as palm oil, soy, cocoa, and timber. Colombian producers must therefore adopt legally recognized certification schemes and traceability protocols to remain competitive and compliant.

III. Certification Systems: Legal Relevance, Operational Complexity, and Market Integration

Certification systems are increasingly understood not as voluntary standards but as legal instruments of market access and environmental compliance. Colombia must institutionalize and scale multiple certification schemes, each with distinct legal, technical, and operational requirements. The Roundtable on Sustainable Palm Oil (RSPO), for example, requires producers to demonstrate transparency, environmental responsibility, and respect for community rights. This entails legal verification of land tenure, adherence to free, prior and informed consent (FPIC) protocols, and alignment with national forestry and environmental laws. In regions such as Meta and Chocó, where palm expansion intersects with ethnic territories and post-conflict zones, RSPO certification must be accompanied by robust legal safeguards to prevent land dispossession and ecological degradation.

Similarly, Bonsucro certification for sugarcane production emphasizes productivity, labor rights, and environmental impact. In Colombia, its implementation must navigate the complexities of labor law compliance, water usage permits, and pesticide regulation under the oversight of the Colombian Agricultural Institute (ICA) and the National Institute for Food and Drug Surveillance (INVIMA). The Round Table on Responsible Soy (RTRS), which demands non-GMO production, zero deforestation, and social responsibility, poses additional legal challenges, particularly in harmonizing its standards with Colombia’s regulatory framework on genetically modified organisms and environmental impact assessments.

VI. Traceability and Data Governance: Building a Legal Backbone for Sustainability

Traceability is the legal linchpin of certification. Without robust systems to georeference plots, monitor production, and verify compliance, certifications lose credibility and legal enforceability. Colombia must legislate a national traceability system that includes mandatory geospatial mapping of production plots, linked to cadastral and environmental registries. This system must ensure interoperability between public datasets—such as those managed by IGAC, ICA, and ANLA—and private sector data, while respecting the principles of data protection enshrined in Law 1581 of 2012.

Verification protocols must be standardized and legally recognized, including third-party audits, remote sensing technologies, and blockchain-based systems. These mechanisms should be regulated by the Superintendencia de Industria y Comercio to ensure transparency, accountability, and consumer trust. Crucially, the legal framework must include incentives and technical assistance for small and medium producers, who risk exclusion from formal markets due to the high costs and complexity of compliance. This includes subsidized certification schemes, simplified reporting procedures, and legal protections against discriminatory market practices.

V. Bioeconomy: Legal Instruments for Innovation, Equity, and Market Access

Colombia’s biological wealth offers a unique opportunity to develop a bioeconomy centered on natural ingredients, bio-inputs, biomaterials, and bioactive compounds for health and cosmetics. To unlock this potential, the State must enact and enforce legal instruments that promote intellectual property protection, access and benefit-sharing (ABS), and public-private partnerships. The legal framework must ensure that patents and plant variety rights for bioactive compounds are protected under Andean Decision 486 and national intellectual property law, while guaranteeing that communities benefit from the commercialization of genetic resources in accordance, among others, with the Nagoya Protocol

Public-private partnerships must be legally structured to facilitate co-investment in research and development, technology transfer, and incubation of bioeconomic ventures. This requires the articulation of sectoral plans, CONPES documents (public policy documents), and fiscal incentives for innovation. Regulatory streamlining is also essential: procedures for registering bio-inputs and natural products with INVIMA and ICA must be simplified to reduce barriers to market entry.

VI. Ecotourism and Conservation: Regulatory Design and Enforcement

Ecotourism, when legally structured, can serve as a financial mechanism for biodiversity conservation and inclusive development. Legal components must include enforceable limits on visitor capacity per destination, binding environmental management plans, and standards for infrastructure design, waste management, and water usage.

Local value chains must be legally incentivized through tax benefits, training programs, and preferential access to protected areas. Monitoring and enforcement mechanisms must be established to prevent predatory tourism practices that degrade ecosystems and reputational value. Protected areas, indigenous territories, and private reserves must be governed by clear legal norms that balance access with conservation. Nature tourism, if legally structured, can become a self-financing mechanism for ecosystem protection and a generator of dignified employment.

VII. Financing Mechanisms: Towards a Legally Mandated Green Fund

Financing biodiversity requires sober legal design. Colombia can reserve a fraction of increased revenues from legal mining and planned energy transition taxes for a national green fund. This fund should be legally mandated to support payments for environmental services (PES), certification and traceability subsidies, watershed restoration, and territorial control against illegality. Certification and traceability costs must be co-financed through legal instruments that promote equity and inclusion. Investments in ecological infrastructure must be regulated under Law 99 of 1993 and the National Water Policy, while territorial control must be supported by legal frameworks for environmental prosecutors, forest rangers, and community monitors.

VIII. Conclusion: Legislating the Green Transition

To consolidate Colombia’s transition toward a biodiversity-based economy, the country must adopt a structured legal roadmap that articulates regulatory reform, institutional strengthening, and fiscal innovation. This roadmap should be grounded in constitutional mandates, international obligations, and domestic development priorities, and must be implemented through coordinated legislative, executive, and territorial actions.

Colombia must enact a national law on sustainable land-use transition, establishing legal criteria for the reconversion of degraded soils into agroforestry, silvopastoral, and perennial crop systems. This law should define eligibility conditions, environmental safeguards, and incentives for producers who adopt zero-deforestation practices. It must also incorporate mechanisms for legal recognition of certification schemes and their integration into environmental licensing and trade protocols.

The country must legislate the creation of a national certification and traceability infrastructure. This includes the legal recognition of international standards such as RSPO, Bonsucro and RTRS, and the establishment of a public registry of certified producers. A complementary law should mandate the creation of a national traceability system, with provisions for geospatial mapping, data interoperability, and third-party verification, ensuring compliance with the European Union Deforestation Regulation and other emerging trade requirements.

Colombia must adopt a legal framework for the promotion of the bioeconomy. This includes laws on intellectual property protection for bioactive compounds, access and benefit-sharing mechanisms aligned with the Nagoya Protocol, and fiscal incentives for research, development, and technology transfer. The framework should also include simplified regulatory pathways for the registration and commercialization of bio-inputs and natural products, particularly for small and medium enterprises.

The country must reform its tourism and conservation laws to enable ecotourism as a legally structured conservation-financing mechanism. This entails updating environmental and tourism legislation to include enforceable limits on visitor capacity, mandatory environmental management plans, and standards for infrastructure and service provision. Legal instruments must also promote community-based tourism enterprises and ensure equitable access to protected areas.

Colombia must legislate the creation of a national green fund, financed through a legally earmarked fraction of revenues from legal mining and energy transition taxes. This fund should be governed by a dedicated law that defines its objectives, governance structure, and eligible expenditures, including payments for environmental services, certification and traceability subsidies, watershed restoration, and territorial control against environmental crime.

The roadmap must include cross-cutting provisions for institutional coordination, capacity building, and public participation. This includes the establishment of intersectoral committees, legal mandates for transparency and accountability, and mechanisms for consultation with indigenous, Afro-descendant, and rural communities.

In sum, Colombia’s biodiversity must be protected not only through policy declarations but through enforceable legal instruments that align ecological integrity with economic opportunity. The transition to a green economy requires a juridically robust framework that transforms biodiversity into a source of productivity, equity, and resilience. The time to legislate that future is now.

COLOMBIA: recent case law regarding commercial agency vs distribution contracts

Gabriela MANCERO-BUCHELI | COLOMBIA

In one of the most recent cases regarding commercial agency agreements in Colombia, the Superior Court of Bogotá clarified that economic risk does not, in itself, exclude the existence of a commercial agency. However, it is a determining factor when accompanied by operational independence, freedom to set prices, and absence of instructions from the contractor.

This article will discuss decision No. 11001 3103 045 2021 00461 01 by the Superior Court of Bogotá issued on May 12, 20251.¹

Background of the case

MTBASE S.A.S. filed a lawsuit against SAP Colombia S.A.S., claiming that there was a commercial agency agreement between the two companies with an uninterrupted, continuous, and indefinite term from June 2, 1993, to December 31, 2019.

The plaintiff argued that the essential elements of an agency agreement were present, asserting that it had been entrusted with the promotion and market positioning of the product, in addition to carrying out technical functions associated with the commercialization of software licenses.

First Instance Judgment

The 45th Civil Court of the Bogotá Circuit ruled in favor of the plaintiff, finding that the primary purpose of the contracts was the distribution of software for resale, which could include support and complementary services offered directly by the plaintiff. The Court also noted that no contractual clause imposed agency duties on the plaintiff to act on behalf of the defendant for the purpose of positioning or growing the business in the software market, nor was there evidence that the plaintiff engaged in market development activities for the defendant’s benefit.

Appeal

The plaintiff appealed the first-instance judgment, arguing that, since the commercial agency agreement involved artistic works or creations (software), the legal transaction should have been registered with the National Copyright Office—evidence that the plaintiff never operated as a legal entity separate from the defendant. Furthermore, the technical support provided by the plaintiff to customers was delivered following training by the defendant, suggesting that “there was no distinction between the plaintiff and the defendant from the perspective of customers and the market”.

Superior Court of Bogota’s Analysis

The Superior Court of Bogotá analyzed the evidence and found that, contrary to what the appellant suggests, the case file shows that the contractual behavior of the parties, which lasted for 26 years, is consistent with the nature and content of a distribution contract.

The Court concluded that it was established that the plaintiff assumed the risks inherent in purchasing for resale, thereby undermining both the promotion of another’s business and the receipt of remuneration—elements intrinsic to a commercial agency contract. This was evidenced by sales invoices showing that customers acquired the software licenses directly from the plaintiff. Accordingly, the defendant did not pay commissions to the appellant; rather, its remuneration derived from the difference between the purchase price of the software licenses and the higher resale price charged to the consumers.

The decision stated:

““It is not without reason that case law has emphasized that, ‘although the essential elements of agency have been identified as the permanence or stability of the assignment, the independence of the agent, and the intermediary functions aimed at acquiring, retaining, expanding, or recovering customers for the principal, much of the doctrine agrees that it is the promotion of the conclusion of business—where the principal assumes the economic risk—that constitutes the typical content distinguishing the agency contract from other contractual arrangements, as the other elements may also be present in different types of agreements (…).’ Acting in the name and on behalf of a third party has been highlighted by this Chamber’s case law as the most decisive characteristic in determining whether the contract binding on the parties constitutes a commercial agency agreement. (CSJ, judgment of September 30, 2015, file 2004 00027)”.

The Court also emphasized that there is no written document or supporting evidence to substantiate the plaintiff’s claims. On the contrary, there is ample documentary evidence—including purchase invoices—supporting the first-instance judge’s conclusion that the plaintiff primarily acted by purchasing products from SAP COLOMBIA S.A.S. for resale to third parties.

Furthermore, as previously noted, the evidence shows that MTBASE S.A.S. remained silent for over two decades, thereby implicitly accepting the performance of services characteristic of a software license distribution agreement, rather than those of a commercial agency. This conduct runs contrary to fundamental legal principles, including the prohibition against acting in contradiction to one’s own prior conduct (venire contra factum proprium).

Conclusion

The Court concluded that no commercial agency agreement existed between the parties, as the plaintiff acted as an independent distributor, received no remuneration from the defendant since Its profit was derived not from a commission, but from the margin between the purchase and resale prices, and bore all business risks. Moreover, the plaintiff purchased licenses directly from the defendant and resold them under its own name, without any mandate of representation or direction from the defendant.

The decision clearly emphasized that economic risk is not incidental but an essential element, as its continuous presence precludes the existence of an agency relationship.

Gabriela Mancero-Bucheli, IDI Country Expert for agency and distribution in Colombia
Andrea Sánchez Gallardo

The plaintiff filed an appeal in cassation against this decision, and the case is currently pending a ruling by the Supreme Court of Justice. ↩︎

Digital Expression and Judicial Sovereignty: Colombian Constitutional Standards in the Esperanza Gómez Case

By Daniel Peña Valenzuela, Partner at Peña Mancero Abogados

1. Introduction: A Constitutional Milestone in the Digital Age

On September 12, 2025, the Colombian Constitutional Court issued a landmark ruling that redefined the boundaries of digital governance and reaffirmed the enforceability of constitutional rights in cyberspace. The case, brought by actress and digital influencer Esperanza Gómez, challenged the arbitrary closure of her Instagram account by Meta Platforms Inc. In reinstating her digital presence, the Court not only protected her individual rights but also established a constitutional framework for platform accountability, judicial oversight, and the defense of freedom of expression in stigmatized industries.

2. Background: Global Norms vs. National Guarantees

Gómez’s tutela action exposed the growing tension between global content moderation policies and national constitutional protections. Her legal team argued that Meta’s decision violated her rights to freedom of expression, equality, due process, and work. The Court agreed, concluding that the account closure was discriminatory and procedurally deficient.

This ruling builds on a series of precedents that have shaped the Court’s doctrine on digital rights. In Judgment T-155 of 2019, the Court addressed the balance between freedom of expression and the right to honor in social media contexts, emphasizing that digital speech enjoys constitutional protection and must be restricted only under strict proportionality. In T-124 of 2021, the Court examined religious expression by public officials on digital platforms, reaffirming the principle of state secularism and the need to ensure neutrality in online discourse. More recently, T-061 of 2024 tackled the issue of transphobic content moderation, holding that platforms must avoid discriminatory enforcement and ensure that vulnerable communities are not disproportionately silenced.

Together, these rulings reflect an evolving doctrine: digital platforms, while privately owned, function as quasi-public forums and must respect constitutional norms.

3. Doctrinal Contributions: Defining the Limits of Platform Power

Justice Natalia Ángel Cabo’s majority opinion introduced several foundational principles that now guide the constitutional regulation of digital spaces:

First, the Court affirmed that platforms may exercise content moderation, but this power must be exercised within constitutional boundaries. The mere invocation of “community standards” does not justify the suppression of constitutionally protected speech, especially when enforcement is arbitrary or discriminatory.

Second, the Court reaffirmed the jurisdiction of Colombian judges over digital rights violations, even when committed by foreign corporations. This principle of judicial sovereignty ensures that constitutional protections are not rendered ineffective by the transnational nature of digital platforms.

Third, the Court declared that discriminatory enforcement of moderation policies—particularly against stigmatized professions such as adult entertainment—is unconstitutional. The decision emphasized that freedom of expression must be protected regardless of the speaker’s identity or occupation.

Finally, the Court extended the principle of due process to digital environments. Users must be afforded clear procedures for notification, appeal, and judicial review when their accounts or content are restricted.

4. Structural Orders: Institutional Accountability and Reform

Beyond individual redress, the Court issued structural orders aimed at reforming Meta’s operations in Colombia. These include:

Translating all platform policies and guidelines into Spanish to ensure accessibility and transparency.
Establishing a judicial channel for receiving and complying with court orders.
Revising moderation policies to eliminate discriminatory language and practices.
Creating transparent appeal mechanisms subject to judicial oversight.
Publishing the ruling in Meta’s Transparency Center to ensure public awareness.
Requesting an advisory opinion from Meta’s Oversight Board to evaluate the broader implications of the case.

These measures reflect a shift toward proactive judicial engagement with digital governance, positioning constitutional courts as key actors in regulating platform behavior and defending fundamental rights.

5. Broader Implications: Constitutional Law in a Transnational Digital Ecosystem

The Gómez ruling raises critical questions for legal systems worldwide. How can national courts prevent global community standards from becoming tools of censorship? What safeguards are needed to protect users in stigmatized industries from arbitrary moderation? How should constitutional law evolve to address the transnational nature of digital platforms?

The Court’s response is clear: by asserting judicial sovereignty, demanding transparency, and defending substantive equality, constitutional courts can shape a more just and accountable digital ecosystem. The decision challenges the notion that digital platforms operate in a legal vacuum and affirms that constitutional protections extend into the digital realm.

6. Conclusion: Toward a Jurisprudence of Digital Rights

The Constitutional Court’s decision in favor of Esperanza Gómez marks a turning point in Latin American digital rights jurisprudence. It affirms that constitutional protections do not end at the edge of the internet and that platform governance must be subject to public law principles. As digital spaces continue to evolve, this ruling provides a foundational model for defending rights, regulating moderation, and ensuring that online expression remains free, fair, and constitutionally protected.

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External Publications

Contracts for Difference (CFDs): an opportunity for the energy sector

By Gabriela Mancero for the Minas Petróleos & Energía Bar Association

In the Colombian context, Contracts for Difference (CFDs) can be a key tool for encouraging investment in renewable energy and stabilizing electricity prices.

Regulation of CFDs in Colombia

In financial terms, a Contract for Difference (CFD) is a financial derivatives contract. It can be entered into on a number of different products. The largest markets for CFD financial products are currency and interest rate swaps. In derivative contracts, the actual asset, in financial terms, the underlying asset, is not traded. The transaction is purely financial. In CFD contracts, an agreement is established between two parties to exchange payments based on the price of an underlying asset.

The Banco de la República de Colombia is the regulatory authority for foreign exchange matters. As such, it is responsible for supervising the Colombian cross-border derivatives market and the local derivatives market related to foreign exchange transactions. CFDs are generally defined as derivative products that allow investors to take a position on changes in the value of an underlying asset.

In Colombia, CFDs are atypical contracts, not regulated by law. Despite this nature, the Banco de la República has classified CFDs by interpretation as financial derivatives. Investments can be made with both local and foreign agents authorized as so-called authorized foreign agents or online dealers or market makers, as permitted by local regulations.

Foreign agents authorized to carry out derivative transactions with Colombian residents are those non-domiciled entities that have carried out such transactions in the immediately preceding year for a nominal value exceeding USD 1,000,000,000. Despite this requirement, Colombian residents, and not a government entity in Colombia, are responsible for properly assessing compliance with this requirement by foreign agents.

In derivative contracts, the actual asset, in financial terms: the underlying asset, is not traded. The transaction is purely financial.

In Colombia, CFDs can be used to provide stable long-term prices for renewable energy producers, protecting them from the volatility of the electricity market. These contracts allow producers to sell their energy at an agreed fixed price, while the State or a regulatory entity assumes the risk of market fluctuations. It is the movements in the price of the underlying asset that trigger payments between the parties to the contract without the actual asset changing hands, i.e., without physical delivery or transfer of ownership of the electricity. These transactions are carried out on margin, which involves the periodic delivery of money to the agent so that they can continue trading. CFDs can also be used to protect consumers from high electricity prices.

Here are some international examples of the successful use of CFDs in renewable energy:

The United Kingdom has been a pioneer in the implementation of CFDs for renewable energy. In the latest round of auctions in 2017, two offshore wind projects were awarded CFD contracts at £57.50/MWh (€64.10/MWh), representing a 50% reduction in the costs of contracts awarded 30 months earlier.
The European Commission has proposed a reform of the electricity market that includes the implementation of bidirectional CFDs for new renewable electricity projects and nuclear power plants. These contracts allow the state to compensate the producer if market prices fall below an agreed threshold and to capture the excess revenue if prices exceed that threshold.
In Spain, CFDs are used as part of renewable energy auctions to ensure stable long-term prices for renewable energy producers. These contracts are awarded through competitive auctions, where producers bid the lowest price at which they are willing to sell their energy. These examples show how CFDs are increasingly seen as the preferred method for incentivizing investment in low-carbon projects and new technologies, leading to a two-way CFD model being the recommended market mechanism for contracts to be signed in the Colombia Offshore Wind Round led by the National Hydrocarbons Agency (ANH).

When designing CFDs, regulators typically pursue two broad objectives: first, to incentivize investment in renewables in line with the policy objectives of their development plans, and second, to integrate renewables into energy markets with as little distortion as possible. At the same time, the development of the energy system must follow the principles of security of supply and cost minimization. Contracts for Difference can play a crucial role in Colombia’s energy transition by providing price stability and encouraging investment in renewable energy. With an appropriate legal framework and transparent procedures, CFDs can help Colombia achieve its sustainability and energy security goals.

Crypto-asset regulation in colombia: recent trends

Por: Daniel Peña Valenzuela

The regulation on crypto-assets is a relevant index to determine the digital business climate in a country. Like any emerging technology, its early adoption in a market and adequate regulation can be an important step in the digital transformation processes in companies, the government and support digital entrepreneurship. The efficiency and data decentralization of blockchain and cryptocurrencies generate disruptive effects in certain markets and may also create concern about eventual illegal activities deriving from the technology’s relative anonymity.

In Colombia, several public entities have issued regulation and opinions on crypto-assets. This is precisely the first trend that we want to highlight. In Colombia there is a diversity of public entities that have touched upon different legal issues related to crypto-assets, namely: financial, exchange, tax, commercial, compliance and contractual issues, among others.

The following is a list with the main existing regulation and opinions:

(a) Financial Superintendence, Chapter XVIII External Circular Letter No. 041 of 2015;

(b) Decree 2555 of 2010.

(c) Regulatory Decree 1068 of 2015 (article 2.17.2.4.1.1);

(d) External Resolution No. 8 of May 5, 2000;

(e) External Resolution No. 1 of May 25, 2018;

(f) External Circular Letter No. DODM-144 of September 14, 2018;

(g) External Circular Letter No. DECIP-83 of August 27, 2021;

(h) Central Bank Opinion No. JDS-03409 of February 16, 2011;

(i) Central Bank Opinion No. JDS-19704 of September 12, 2016;

(j) Central Bank Opinion No. C19-110904 of June 21, 2019;

(k) Central Bank Opinion No. C21-70969 Q21-4417 of December 9, 2021;

(l) Financial Superintendence Opinion No. 2020079520-001 of May 15, 2020.

This is an effect of the transversal use of crypto-assets in different economic sectors and for different activities. However, if greater legal certainty is sought, the government could adopt a public policy document defining the vision and direction of the relationship between the public and the private sectors in relation to these digital assets.

In general, the Colombian authorities agree on the following characteristics related to crypto-assets as a basis for their regulation in each legal field and to determine the risks of the crypto title-holders who trade these intangible assets:

Crypto-assets are not currency, as the only monetary and account unit that constitutes a legal tender and means of payment with unlimited release power, is the Colombian peso issued by the Central Bank of Colombia (bills and coins);
Crypto-assets are not money for legal purposes;
Crypto-assets are not a currency, since it has not been recognized as a currency by any international monetary authority nor is it supported by central banks;
Crypto-assets are not cash or cash equivalent;
There is no obligation to receive crypto-assets as a means of payment;
Crypto-assets are not financial assets or investment property in accounting terms;
Crypto-assets are not securities, so their mention as such or assimilation should be avoided.

The above characteristics have been consistently upheld by different Colombian government documents and denote an interpretation of intangibles that is always based on traditional notions of assets.

Crypto-assets have been defined in Colombia as intangible assets and therefore are likely to be contributed to the capital of corporations, provided that (i) they comply with accounting laws and secondary rules and legal regulations; and (ii) that the partners approve their appraisal. Based on these arguments, the Colombian government expressly affirmed a change in its doctrine, confirming that shareholders can contribute crypto-assets in the form of a contribution in kind. The foregoing, subject to a series of requirements and recommendations, opens the possibility of incorporating crypto-assets as part of the incorporation of companies in Colombia.

Colombian residents who have crypto-assets as part of their assets must declare them in their annual income tax returns. The value for which they must be declared will be for their equity value, either as an intangible asset (investment) or inventory.

On the accounting side, it is recommended that a separate unit of account be created for the recognition, measurement and disclosure of transactions and other events or occurrences that are related to cryptocurrencies, which could well be called “crypto-assets” or “virtual assets”.

If the crypto-assets are traded in a foreign currency, the value of the assets in foreign currency is estimated in national currency at the time of their initial recognition at the official exchange rate, less credits or payments measured at the same official exchange rate of the initial recognition.

Colombian residents who have equipment, resources and work that are integrated into the crypto mining activity, allowing them to obtain virtual currencies in exchange for the services provided in the network and/or by way of commissions, receive taxable income in Colombia, by virtue of the aforementioned criteria. Likewise, it is clear that resident individuals and national companies are taxed not only on their income from a national source but also from a foreign source income and on their assets owned in the country and abroad. From the equity point of view, as long as these coins correspond to intangible assets, capable of being valued, they form part of the equity and can lead to the obtaining of (presumptive) income.

For instance, the purchase and sale of real estate with payment through crypto-assets is an exchange of an asset whose payment will be made through the delivery of an intangible asset. The tax obligations associated with income tax will be those derived from the execution of the exchange contract. Carrying out the exchange will affect the assets of the party delivering the crypto-asset; the payment of the price will generate an equity decrease due to its disposal. On the other hand, depending on the real estate valuation, seller may increase its assets by carrying out the respective exchange, or equate the equity value of the crypto-asset delivered. Consequently, the party delivering the crypto-asset must determine the equity value of said asset, and analyze whether, on the occasion of the exchange, an income for the difference between the tax cost of the asset and the value of its disposal was obtained. The payment of the property through crypto-assets may represent an increase in equity in the head of the property seller if the equity value of the crypto-asset is higher than that of the real estate. The capital increase must be reported in that party’s accounting and income tax return. To the same extent, the real estate seller must determine the equity value of said property, and verify if, on the occasion of the exchange, an income for the difference between the fiscal cost of the real estate and the value of the sale was obtained. The parties must comply with the provisions of the Colombian Tax Statute for the purpose of determining the minimum prices for the sale of the goods subject to the exchange.

As in other jurisdictions, Colombia is no exception for crypto-assets being used in criminal activities. Cases of criminal use, fraud and the use of crypto-assets for payments related to computer attacks and ransomware as well as for payments related to extortion are becoming more frequent. Crypto-assets can also be used as instruments for money laundering, terrorist financing and other criminal activities, in view of which the administrators of the companies that participate in the crypto-asset market must deploy: i) the maximum due diligence in the knowledge of the ends of the operation (including associates, employees, clients, contractors and suppliers, and their final beneficiaries), in regards to the prevention of ML/TF; and, ii) the diligence that a businessman in good faith would take into account to prevent the phenomenon of asset laundering or money from the public being illegally collected or any other damage to the public or private interest being generated through such company. Those who carry out operations with crypto-assets decide in a responsible, conscious and autonomous manner, at their own expense and risk, to assume the possible losses that could be derived from this type of transaction.

The difficulty of clearly defining crypto-assets has been used by criminals to deceive investors and to carry out illegal collection of funds and Ponzi schemes with business models and strategies that can only be carried out by financial entities authorized by the Colombian government.

The growth of the crypto-asset market, in particular cryptocurrencies, depends on the ability of crypto-assets being used in many activities. So, while there is need for a clear regulatory framework that allows measuring risks, it is also important that absolute prohibitions or regulatory disincentives disappear.

In the past two years, a bill that regulates the relationship between wallets, exchanges and platforms in relation to crypto assets has advanced for approval in the Colombian Congress. In the first place, this proposed legislation proposes a series of definitions, among others, the following:

Wallets: These are the virtual media in which the public and private encryption keys are stored.
Crypto-assets Exchange Services: these are the following services: (i) Administration of crypto-assets exchange platforms. (ii). Provision of custody and/or storage services for crypto assets. (iii). Exchange or transfer between crypto-assets and fiat currency, or between one or more crypto-assets. (iv). The supplementary or analogous services related to sections i, ii and iii above.
Crypto Asset Exchange Platform (PIC): These are computer applications or interfaces, internet pages or any other means of electronic or digital communication through which the Crypto-asset Exchange Services are provided.
Crypto-asset Exchange Service Provider: It is a national business entity or a branch of a foreign company, in charge of operating, managing and guaranteeing the operation of the PIC, registering with the Chamber of Commerce of its main domicile and responsible for compliance with the obligations.
Unique Registry of Crypto-asset Exchange Platforms (RUPIC): It is an electronic public registry managed by the Chambers of Commerce whose objective is to allow anyone to access the information published in said registry, and to verify that the Service Providers of Crypto-assets Exchange as holders are duly registered.
PIC Operations Manual: Document that contains the requirements and internal parameters of the PIC for the provision of Crypto-asset Exchange Services.

As a principle of interpretation of the crypto-asset market, it is established in the draft bill that crypto-assets are negotiable directly by their owners. The operation of the different crypto assets, their rules belong to the private sphere of the users, who, based on the principles of free market and free competition, must seek to be informed about the risks inherent in trading with assets of any kind.

The Crypto-asset Exchange Service Providers, Colombian or foreigners, must comply with the following requirements:

Be incorporated as a commercial company domiciled in Colombia or as a branch of a foreign company, and be duly registered in the Colombian mercantile registry.
Include as the exclusive corporate purpose the performance of activities classified as Crypto-asset Exchange Services.
Establish and maintain a computer security program that ensures the availability and functionality of its computer systems, protecting said systems and all information stored in them, from unauthorized access, use and manipulation, the foregoing in accordance with the instructions that for this purpose imparted by the Ministry of Information Technology and Communications.
Adopt control measures aimed at detecting and preventing money laundering and terrorist financing.
Register in the Special Register for Crypto-assets Service Providers before the Chamber of Commerce of the entity’s main address, indicating the web domain and the information determined by the Ministry of Information and Communication Technologies.
Report to the Financial Information and Analysis Unit the information that is required in compliance with money laundering regulations.
Comply with the Colombian personal data protection regulations.
Implement KYC and customer Due Diligence measures.
Have an Operations Manual for the operation of the PICs that it manages, approved by the Ministry of Information Technologies and Communications.

According to the proposed bill, the Crypto-assets Exchange Service Providers are prohibited from:

Offering or paying consumers interests or any other return or monetary benefit for the balance that they accumulate over time or maintain or for any operation directly or indirectly related to the exchange that they carry out with crypto-assets.
Transferring under any title, lend or encumber crypto-assets or any other resource owned by consumers, stored by the Crypto-asset Exchange Service Provider, without the express authorization of the consumer.
Developing any kinds of commercial network or multi-level marketing activity with crypto-assets, as well as their financial intermediation. Likewise, the administrators or service providers of crypto-asset exchange platforms may not allow the commercial distribution of crypto-assets to be carried out on their platforms through network or multi-level marketing activities or similar.
Refraining from carrying out any conduct that leads to the massive and regular collection of funds from the public that additionally implies the absence of consideration in present or future goods or services that justify it or, even if such consideration exists, does not have a reasonable financial explanation.

The model proposed in this draft bill does not comprehensively regulate the different legal aspects of crypto assets. The relationship between some of the agents in the ecosystem can set aside a holistic vision that is necessary to obtain the benefits of intelligent regulation. It is not clear if the Financial Regulation Unit of the Colombian government agrees with the content of this bill.

To sum up, in Colombia there is a regulatory trend that has been transforming from a prohibition on the use of crypto-assets towards a vision more associated with the risks inherent in the market for these digital assets. The regulation remains disperse since different Colombian public entities with market supervision and surveillance functions have issued rules and opinions related to accounting, tax, contractual, exchange and financial issues, among others. An effective coordination between the different public entities that regulate crypto-assets is necessary to achieve legal certainty and stimulate the use of these digital assets as well as to generate a business environment that allows attracting investment. It is necessary to wait and see if the draft bill that is in progress becomes law so that wallets, exchanges and crypto-asset offering platforms in particular, are regulated more specifically in terms of their registration and duties as well as their liability towards consumers and users of crypto-assets.

New regulation on electronic payroll In Colombia

By: María del Pilar Duplat M. – Peña Mancero Abogados

The Colombian tax authority (DIAN by its Spanish acronym) issued resolution 13 of February 11, 2021 regulating the implementation of the electronic payroll system (the “Electronic Payroll Resolution” or the “Resolution”).

Who must submit the electronic payroll to DIAN?

Income taxpayers that are employers or that make payments due to legal or regulatory relationships or that make pension payments, and require to support said costs and deductions in their tax returns.

On a monthly basis, the aforementioned subjects must submit to DIAN a payroll supporting document for its approval or correction.

What is the payroll supporting document?

The electronic payroll supporting document is the document that shows all labor-related payments made by the employer. This document must contain the following information for its creation, transmission and approval by DIAN:

Expressly indicate that it is an electronic payroll supporting document.
Employer complete name of the individual or entity, ID Number or tax id number.
Complete name(s) and ID of the person who receives the payment.
The Unique Code Number of the Supporting Document of the electronic Payroll (CUNE by its initials in Spanish).
Internal consecutive number granted by the subject obliged to submit the electronic payroll.
Contents and amounts of the accrued value of payroll pursuant to the Technical Appendix to the Electronic Payroll Resolution.
Contents and amounts of the deducted sums from the payroll pursuant to the Technical Appendix to the Electronic Payroll Resolution.
Total amount resulting from the difference between the total accrued payroll payments minus the total deducted sums from the payroll payments.
The contents of the Technical Appendix as provided in article 20 of the Electronic Payroll Resolution, regarding the information and contents contained herein.
The form of payment of the payroll per the Technical Appendix to the Payroll Resolution.
Date and time of creation of the document.
Digital signature of the Subject who pays the Payroll in accordance with the DIAN’s requirements of authenticity and integrity of the signature.
Complete name and ID or tax id number of the software supplier and identification of the software.

When do I have to submit the electronic payroll to DIAN?

The electronic payroll supporting document must be issued and sent to DIAN on a monthly basis, ten (10) days after its creation or issuance.

As of when must the electronic payroll be implemented?

Implementation Calendar for subjects per the number of employees

Group	Beginning date of the enabling of the electronic payroll data processing system	Maximum date to start the issuance and transmission of the electronic payroll payment support document and the electronic payroll payment support document adjustment notes.	Range in relation to the number of employees
Group			From	Until
1	May 31^st, 2021	July 01, 2021	More than 251
2		August 01, 2021	101	250
3		September 01, 2021	11	100
4		October 01, 2021	4	10
5		November 01, 2021	2	3
6		December 01, 2021	1

Permanent Implementation Calendar

The obliged subjects will have a term of two (2) months from the date in which they make the payroll payments to carry out the enabling of the service and proceeding to transmit the supporting documents of the electronic payroll and its adjustment notes.

The remaining subjects must issue the supporting payroll document and their adjustment notes to request the costs and deductions of the income tax and the VAT deductible taxes, when applicable.

Implementation calendar for subjects not obliged to issue electronic sales invoices

Subjects not obliged to issue electronic sales invoices must start the enabling of the electronic data payroll service on March 31, 2022; and they must issue and send the supporting document of the payment of the electronic payroll and their adjustment notes, no later than May 31, 2022.

How do I issue the electronic payroll documents?

The enabling procedure is the one that is developed within the electronic invoicing system which must have the function to issue the electronic payroll supporting document pursuant to DIAN’s requirements.

The enabling procedure must be carried out before the date when the subjects must start with the implementation and the term when they must submit the monthly electronic payroll.

If you have further inquiries regarding this new regulation, please do not hesitate to contact us at: info@pmabogados.co

Why a due diligence process may become a nightmare in Colombia?

Strong institutions with reliable databases available to the public are key when carrying out a due diligence process. In most cases, information provided by the target is insufficient and not always accurate. This means that attorneys must be creative in order to look for the right information in the right places.

Here are some examples of what can go wrong if a due diligence process is not properly handled:

Real estate is tricky in Colombia, especially when you acquire assets or companies with rural real estate. Many attorneys focus on making sure that the “owner” of the land or property is duly recorded with the Real Estate Registry without realizing there is so much more! For instance: (i) determining whether the area has oil & gas or mining licenses that would create compulsory easements or eventually hinder its use; (ii) determining whether there are environmental restrictions such as being part of a national park, a protected wetland or a forest; (iii) verifying whether the land was formerly owned by communities or people who had to give it up because of armed groups’ pressure and are now subject to restitution proceedings; (iv) confirming that the land is not in fact a barren land that someone occupied as, regardless of time lapsed, it will continue to be State-owned and not subject to transfer.
The Superintendence of Corporations recently issued a new regulation introducing stricter rules for anti-money laundering and terrorism financing. We cannot hide that Colombia has individuals and companies involved in such activities that do business in creative manners so as to disguise the true origin of their funds. A proper investigation during due diligence should include examining who the beneficial owners of the target are and searching not only the standard international OFAC and similar lists but also carrying out a full search of local media publications and other more informal sources of information.
Latin American countries keep facing more and more corruption scandals. Colombia is not the exception. Doing business with relatives, partners and close friends of politically exposed parties can be risky. A proper due diligence should involve requesting full disclosure not only from all sellers but also from the target’s main stakeholders. Regulatory standards can be found in the Colombian anti-corruption statute.
Unlike most Latin American countries, Colombia’s foreign exchange regulation imposes strict reporting obligations concerning foreign-currency-related operations such as foreign investment, receiving or granting loans from/to foreign residents, granting securities abroad, imports and exports. Non-compliance with such obligations may derive in huge fines to be imposed either by the Superintendence of Corporations or by the tax authority (DIAN). To avoid such liability, due diligence should include reviewing all the above foreign exchange transactions including: timely filing of reports to the Central Bank; correct reporting of each transaction; requesting an up-to-date report from the Central Bank to obtain information on all reported items.
When searching for the history of land, corporations, litigation, property and any other asset that is subject to public record, one must be careful in Colombia. Government agencies are not always up-to-date and technology tends to be basic when it comes to search engines. There are entities and courts who simply do not provide such service to the public so not being able to complete an independent verification of the target’s records is common.

Being able to distinguish between what a “deal breaker” is and what not requires a thorough understanding of the risks involved and their eventual effects. For example, if a mining license does exist on the target’s land, a deal breaker would be not being able to use the land at all because of a compulsory easement that would prevent you from carrying out any activity whatsoever and that land being essential and of great value to the business you are acquiring. Otherwise, you may still negotiate such liability being properly disclosed in the “Disclosure Schedule” of the purchase agreement and establishing an escrow or taking any other measure to tackle loss if occurring. The same thing cannot be said when there are findings concerning money laundering or corruption charges. The risk involved in such situations would need to be measured in a very conservative manner as effects would not only involve economic consequences but eventual imprisonment.

Peña Mancero Abogados is publishing a series of high-level articles on M&A activity in Colombia. This article is for information purposes only and does not constitute legal advice. If you require further information, please contact Gabriela Mancero (info@pmabogados.co)

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Books

CAUSE FOR DISOLUTION OF COMPANIES DUE TO NON-COMPLIANCE WITH THE HYPOTHESIS OF CONTINUING BUSINESS

By: Daniel Salazar López

The current political, social and economic crisis as a result of COVID-19 outbreak, led many companies and branches of foreign companies to enter into a cause for dissolution for losses or accumulated losses, some of them overcame the cause for dissolution while others had to be liquidated.

Until recently, in Colombia a company entered into a cause for dissolution when it had losses or accumulated losses which resulted in a decrease in equity below 50% of its subscribed capital. If this cause for dissolution was not solved within a 2 year period, the company had to be liquidated. Nevertheless, Law 2069 of 2021 (Entrepreneurship Law) eliminated this cause for dissolution and liquidation of companies in Colombia, and introduced a new cause for dissolution, the non-compliance with the hypothesis of continuing business. This is a step forward in corporate matters, since the cause of losses caused confusion, firstly taking into account that companies at the beginning of their economic activity generated high costs that prevented them from having profits at the end of the fiscal year, and therefore entering into grounds for dissolution; previously, at the closing of each fiscal year, the cause for dissolution was warned of and could be enervated within the established term, now it is imperative that the administrators of a company intervene more thoroughly on the hypothesis of continuing business.

The hypothesis of continuing business provides that provides that at the end of the fiscal year, a company must evaluate its financial statements to determine whether it has the capacity to continue operating. Therefore, when the highest corporate body analyses and evaluates the financial statements prepared under the hypothesis of continuing business, and it is observed that there is a detriment to the company’s assets and that this casts doubt on the continuity of the company’s continuing business[1], the company will be subject to dissolution.

If your company has an International Financial Reporting Standard (IFRS) accounting framework, the management under IFRS will assess the entity’s ability to continue with its businesses, which underlines the importance of preparing financial statements for the fiscal year 2020 in the current business environment. On the other hand, the companies that were subject to dissolution due to losses before the entry into force of Law 2069, such cause was suspended by virtue of Decrees 560 and 772 of 2020, while the companies are recovering in the midst of the crisis generated by COVID-19. It is worth mentioning that such suspension is extended to Law 2069 until the end of the term of such decrees, i.e., until April 2022.

In view of the foregoing, when the administrator notices in the financial statements of the fiscal year that the hypothesis of continuing business is not complied with, the administrator must summon the highest corporate body to inform in a documented manner such situation, so that the highest corporate organ of the company declares that the company has entered into dissolution grounds and therefore measures must be taken to continue with the business or to liquidate the company. It is important to highlight that when the company enters into a cause for dissolution, the administrators must abstain from carrying out new operations different from the ordinary course of business of the company. In case of non-compliance with the duty to inform the respective highest body by the administrator, the administrator shall be jointly and severally liable for the damages caused to the members of the Company or third parties. In assessing whether continuing business situation is appropriate, the management shall consider all available facts about the future, which shall cover at least, but not be limited to, the next twelve (12) months from the reporting date.

The following situations are considered as non-compliance with the continuing business hypothesis:

Liquidity risk
Legal claims of significant contingencies.
Low quality condition of the company’s products or services.
Termination of contracts with significant customer and suppliers.
High consecutive borrowing to invest in long-term business.
Financial losses due to failure to meet contractual payment obligations.
Labor strikes that have a significant impact on the company´s result.
If there are delay in the payment of liabilities with banks, payroll or dividends.

Thus, if the company has a history of profitable operations and it´s positive cash flow projections indicate appropriate access to financial resources, it can be concluded that the use of the hypothesis of continuing business is appropriate. Now, it is imperative to prepare the financial statements for the fiscal year, including the trial or periodic financial statements, and the concept issued by the accountant will become more relevant since the highest corporate body will determine the viability in the short and medium term (12 months), avoiding deterioration in the common pledge of the creditors and in the equity of the associates. If, on the contrary, there is an uncertainty in the operations of the ordinary course of business of the company, and it isn´t possible to cover it within the following twelve months, the cause of non-compliance with the hypothesis of continuing business is configured and the company must proceed with its dissolution and liquidation. The proposal of this new cause seeks to protect the contingencies derived from the state of emergency due to COVID-19.

[1] Consejo Técnico de la Contaduría Pública Radicado 2018-095, del 2 de febrero de 2018

Data Protection & Privacy

Autor: Daniel Peña Valenzuela

Editorial: European Lawyer
Categoría: Data Protection, European & EU Law
Año de Edición: 08 Nov 2016
Formato: Libro Impreso
Número de páginas: 1124
ISBN: 9780414057821

Sinópsis:

The number of jurisdictions with laws on data protection and privacy is still on the rise and the interest in the area of data protection and privacy has never been greater. The book aims to create a single starting point of reference for businesses, data protection officers, advisers and legal professionals involved in data protection and privacy. This third edition of Data Protection & Privacy – Jurisdictional Comparisons serves as an indispensable reference guide on the data protection and privacy laws in over 40 countries from six continents.

Written by expert local practitioners, with deep experience in the field of data protection and privacy, every chapter contains an overview of the key elements and principles of the data protection and privacy law framework in the relevant jurisdiction as well as the latest developments and trends. Because each chapter follows the same Q&A structure, readers can conduct quick comparisons between the various legal regimes.

Contents

1. Legislation
2. Data protection authority
3. Legal basis for data processing
4. Special rules
5. Data quality requirements
6. Outsourcing and due diligence
7. International data transfers
8. Information obligations
9. Rights of individuals
10. Security of data processing
11. Data protection impact assessments, audits and seals
12. Registration obligations
13. Data protection officer
14. Enforcement and sanctions
15. Remedies and liability

Jurisdictional coverage

1. Argentina – Marval, O’farrell & Mairal
2. Australia – Gilbert + Tobin
3. Austria – Preslmayr Rechtsanwälte Og
4. Belgium – Covington & Burling Llp
5. Brazil – Felsberg Advogados
6. Bulgaria – Djingov, Gouginski, Kyutchukov & Velichkov
7. Canada – Osler
8. Chile – Palma & Palma Abogados
9. Colombia – Peña Mancero Abogados
10. Costa Rica – Thompson Abogados
11. Czech Republic – Havel, Holásek & Partners S.R.O.
12. Denmark – Beck – Bruun
13. EU – Covington & Burling Llp
14. EU Institutions & Bodies – European Commission
15. Germany – Covington & Burling Llp
16. Hong Kong – Deacons
17. Hungary – Oppenheim Law Firm
18. India – Vaish Associates Advocates
19. Ireland – Mason Hayes Curran
20. Israel – Vigal Arnon & Co
21. Italy – NCTM
22. Japan – Atsumi & Sakai
23. Lithuania – Valiunas Ellex
24. Luxembourg – Arendt & Medernach SA
25. Malaysia – Christopher Lee Ong
26. Malta – GVTH Advocates
27. Mexico – Laurant Abogados
28. Morocco – Hajji & Associes
29. Netherlands – Vondst Advocaten
30. Poland – Soltysinski Kawecki & Szlezak
31. Portugal – Coelho Ribeiro E Associados
32. Romania – Nestor Nestor Diculescu Kingston Petersen
33. Singapore – Wongpartnership Llp
34. Slovakia – Havel, Holásek & Partners S.R.O
35. Slovenia – Rojs, Peljhan, Prelesnik & Partnerji
36. South Africa –Adams & Adams
37. South Africa – Lee & Ko
38. Spain – Garrigues
39. Sweden – Mannheimer Swartling Advokatbyrå Ab
40. Switzerland – Lenz & Staehelin
41. Taiwan – Lee And Li, Attorneys-At-Law
42. Turkey – Elig
43. Uae – Al Tamimi & Company
44. Uk – Covington & Burling Llp
45. Usa – Covington & Burling Llp

International Joint Ventures (2013)

GABRIELA MANCERO,

JOINT VENTURE IN COLOMBIA, PAGS 91-102,

OBRA: INTERNATIONAL JOINT VENTURES, A GUIDE OR U.S. LAWYERS (INTERNATIONAL JOINT VENTURES/MERGERS AND ACQUISITIONS COMMITTEE)

CHICAGO, AMERICAN BAR ASSOCIATION,

AÑO: 2013.

This publication is part of a series of works published by the international Mergers & Acquisitions Subcommittee to assist business lawyers in advising clients in international transactions. The focus of this publication is on bilateral joint ventures between US and overseas coventurers.

In providing a framework for considering issues particular to a jurisdiction’s legal system and culture, the Task Force has crafted a flexible but relatively uniform method of how to think about issues particular to international joint venture. The result is a reference work that is intended to serve as a starting point from which to map out effective agreements.

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