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Peña Mancero Abogados
info@pmabogados.co

Through External Circular 100-000011 of August 9, 2021, which will come into force as of January 1, 2022, the Colombian Superintendency of Corporations comprehensively modified External Circular 100-000003 of July 26, 2016, which regulated the Business Transparency and Ethics Program (“PTEE” from its Spanish wording).

Business entities that, as of December 31, 2021, meet the following criteria must adopt a Business Transparency and Ethics Program:

  1. Companies supervised by the Superintendency of Corporations that as of December 31 of the immediately preceding year have carried out International Business or Transactions of any nature, directly or through an intermediary, Contractor or through a Subordinate Company or a branch, with foreign individuals or business entities under public or private law, equal to or greater (individually or jointly) than COP90,852,600 (approx. USD23,909); and who have obtained Total Income or have Total Assets equal to or greater than COP27,255,780,000 (approx. USD7,172,574).
  2. Companies that as of December 31 of the immediately preceding year, directly or indirectly (through consortia, temporary unions or any other figure permitted by law), have entered into contracts with State Entities with an equal or greater amount (individually or in set) to COP454,263,000 (approx. USD119,543); and who have obtained Total Income or have Total Assets equal to or greater than COP27,255,780,000 (approx. USD7,172,574).
  3. Companies that as of December 31 of the immediately preceding year, directly or indirectly (through consortia, temporary unions or any other figure permitted by law), have entered into contracts with State Entities with an equal or greater amount (individually or in set) to five hundred (500) SMMLV; and that belong to any of the specific sectors indicated in the regulation (pharmaceutical; infrastructure and construction; manufacturing; oil &gas, mining and energy; IT; vehicles and spare parts; financial ancillary services).

The regulation introduced, among other things, the obligation to have a compliance officer with the PTEE (appointment and information to the Superintendency 15 days after) and the requirements that the person designated to occupy this position must have. Among these requirements, it is worth mentioning being domiciled in Colombia and not belonging to the administration, the corporate bodies or the tax audit body or whoever performs similar functions. In any case, this compliance officer may be the same person who is designated for the implementation of the manual for the Self-Control System and Risk Management of Money Laundering and Terrorism Financing (SAGRILAFT).

Likewise, this circular incorporates 1) the identification and management of corruption risks, so that the PTEE should not only include a regulation to prevent the commission of transnational bribery but also the risks related to contracting with national state entities; and 2) more specific and mandatory guidelines regarding the way in which the different stages of the PTEE should be carried out.

As of January 1, 2022, External Circular 100-000003 of 2016 will be repealed. However, after August 9, 2021, the Superintendency of Corporations may supervise the application of the PTEE by business entities bound by Resolution No. 100-006261 of 2020 and External Circular 100-000003 of 2016 (the regulation in force until the new regulation enters into force).

Peña Mancero Abogados assists clients in the design, preparation, and implementation of their PTEE under international standards and local regulation.