About the registration of minutes, ledgers and documents

  • Applicable to Merchant Registrar Ledgers and for Non-For-Profit Organizations
What are minutes, ledgers and documents?
Minutes: documents which collect the decisions made by:

• The companies' collegiate bodies such as general shareholders' meetings, or partner boards, as well as board of directors meetings.
• The direction and management bodies at non-for-profit institutions, such as Founders' Meetings, Associates' Meetings, Boards of Directors, among others.

The minute is considered to be effective when it complies with the dispositions set forth in Article 189 of the Commerce Code.

Minutes are covered by the legal presumption of legality; therefore, the individuals signing as president and secretary of the meeting vouch and are accountable for the accuracy of their content.

Ledgers: a set of sheets that companies and individuals alike arrange to store the information related to their business, their operations, management or the conduction of all activities carried out by the company or institution.

Documents: written pieces which collect the decisions taken by one or more individuals, where rights are defined, or decisions affecting a company or a non-for-profit organization are made either directly or through the corresponding positions within the company.

 

Learn more about the benefits of registering your ledgers

Effects of registering minutes, ledgers and documents
  1. The minutes and private documents registered in the public records become public records, that is, any individual may access them through certificates issued by the CCB.
  2. The actions recorded into the Merchant's Registrar or into the Registrar of Non-For-Profit Organizations will be vested with the opposability effect, that is, the legal effects resulting from this document will be extended to third parties (individuals other than those who signed the minute or document).
  3. The minutes and documents registered with the CCB are covered by the principle of good faith, that is, their contents are assumed to be true and accurate.

Any objections on grounds of falsehood that may be filed on them will be processed by the interested stakeholder before the corresponding civil or criminal authorities, and against the individuals who sign or grant the documents in question.

In addition to the legal obligations set forth for companies, ledger registration vests them with an opposability effect vis-a-vis third parties. Commercial companies registering their ledgers are entitled to become members of the Bogotá Chamber of Commerce's Circle of Affiliates, and may enjoy a series of benefits.

Costs

Review the costs of the rights to register each of the actions included in minutes, ledgers and/or private documents. 

Rates of the Public Registries 2017

Keep in mind that the registration of ledgers causes no taxes on registration once the document has been issued (document date).

Once the document has been issued (document date) or once the action has been constituted, the law grants a period of time for its registration into the Merchant's Registrar, or into the Registrar of Non-For-Profit Organizations; after such term a penalty will be charged on the registration tax, which is calculated on a daily basis:

• Minutes and documents issued in Colombia must be registered within two (2) months.
• Minutes and documents issued in Colombia must be registered within three (3) months.

Registration rights are a standard rate which varies depending on the changes made to the Legal Monthly Minimum Wage.

Whenever the document has no intrinsic or clear economic interest (actions without a specific amount), such as, for example, a change to the company's name, appointments or changes in corporate purpose, the amount of the tax will be a standard rate (according to legal dispositions, it is set at four (4) Legal Minimum Daily Wages); said rate will change in accordance with the changes made to the Legal Monthly Minimum Wage.

Additional information

What ledgers am I required to register?

In accordance with the dispositions set forth under Decree 019 of 2012, the ledgers that must be registered are:

Merchants: partner or shareholder ledgers, shareholders' meeting ledgers and partners' meeting ledgers.

Non-For-Profit Organizations: associate ledgers, ledgers of the highest management body, and any others for which the law requires this formality.

Note: accounting ledgers and board of directors ledgers are no longer required to be registered as part of the public records being kept by the chambers of commerce.

"Considering the new regulations, we recommend you review what ledgers your company is required to register. Furthermore, if your company has undergone a transformation involving its type of company, this review is very important".

What happens if I fail to register my minutes, ledgers and documents?

Minutes and documents not registered have no legal standing facing third parties. In the case of Companies, as set forth under Article 29 of the Commerce Code. In the case of Non-For-Profit Organizations, as per the dispositions set forth in the Single Memo issued by the SIC, as well as in memos 4 and 8 of 2007 from the SIC, and Memo 8 of 2008 from the SIC.

You are in default of your obligations as a merchant and as a Non-For-Profit Organization, which may result in penalties imposed on you by the different control, inspection and oversight bodies. For companies: Superintendence of Finance, Superintendence of Companies, Superintendence of Industry and Trade. For Non-For-Profit Institutions: Bogotá D.C. City Hall and Cundinamarca Departmental government, among others.

Registration must be made within the terms established by law. Otherwise, interests in arrears will be charged on the registration tax charged.

Registration is the most effective method for the control, organization and updating of information regarding legal persons.

Where must I register the required documents?

Register your ledgers, minutes and documents at any of the CCB's offices. 

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