In brief
The Colombian Tax Office (“DIAN“) and the Superintendence of Companies (“Superintendence“) have entered into an inter-administrative agreement for the exchange of information related to the Ultimate Beneficial Owner Registry (“RUB“), to strengthen the inspection and control functions of these entities and their investigative powers.
Context
- The agreement was signed in accordance with Article 13 of Law 2195 of 2022 as the Superintendence is one of the entities that may have access to the RUB by virtue of its legal functions of inspection, surveillance and control of companies in Colombia.
- The Superintendence already monitored compliance with the disclosure of control situations and corporate groups that must be registered with the respective Chambers of Commerce under Articles 260 and 261 of the Commercial Code, Law 222 of 1995 and other related regulations. Now it may conduct a more thorough investigation, to determine the role of persons with decision-making powers in the companies.
- The entities state that the agreement will strengthen their powers of intervention in schemes to illegally acquire deposits, with respect to relationships between companies and executives in certain financial activities, as well as their ability to gather information in investigations of transnational bribery and administrative responsibility for acts of corruption.
To bear in mind
- We remind directors of all Colombian legal entities, corporations or similar structures of their obligation to identify and register their ultimate beneficial owners with the DIAN and to report any updates or changes.
- Likewise, individuals, legal entities or non-corporate entities acting as controlling persons must report and update any situation of control or existence of a corporate group over companies in Colombia to the corresponding Chambers of Commerce within 30 business days of the occurrence.
- Although the criteria for determining ultimate beneficial owners and the criteria for control and corporate group are different, we recommend a joint analysis of the two obligations so that the information is consistent.
- Finally, we remind directors of the importance of keeping correspondence and documents related to the identification of ultimate beneficial owners and the corporate structures of the organization, in case the DIAN or the Superintendence request evidence of their diligence in carrying out the registration.
