In brief

Colombia's regulatory framework governing corporate reorganizations has been substantially updated. Pursuant to a new Circular, the Superintendence of Companies streamlined the general and specific authorization regimes applicable to mergers and spin-offs, broadening the scope of transactions eligible for the general regime and reducing procedural burdens. In parallel, the Ministry of Finance and Public Credit eliminated the six-month term previously required to register with Colombia's central bank the substitution or cancellation of foreign investment, such filings now being permitted at any time. Consequently, pending administrative sanction proceedings arising from failure to meet that term must be dismissed pursuant to the principle of favorability. These developments are expected to facilitate corporate restructurings and foreign investment compliance in Colombia.

New regulation from the Superintendence of Companies facilitates mergers and spin-offs

The Superintendence of Companies (“Superintendence”) simplified the procedures for mergers and spin-offs by issuing External Circular No. 100-00020 on 2 July 2026 (“Circular”). Chapter V comprehensively amended the general and specific authorization regimes applicable to bylaw amendments for mergers and spin‑offs. Mergers and spin-offs meeting the following criteria will fall under the general authorization regime:

1. Companies subject to supervision by the Superintendence based on the amount of their assets or revenue,
2. Companies subject to supervision by the Superintendence based on the amount of their assets or revenue, which are also under common control or belong to the same business group, provided that the following conditions are met:
   1. The situation of control or membership in the same business group must be recorded in the commercial registry.
   2. The merger or spin-off must have been approved unanimously by all the companies’ subscribed and outstanding shares.
   3. The assets of the companies resulting from the transaction must be at least twice the amount of their liabilities.
   4. The participating entities must comply with the legal provisions and the transparency and disclosure requirements set forth in the Circular.
3. Companies subject to supervision by a government agency other than the Superintendence that does not have the authority to authorize bylaw amendments, provided that these companies, either jointly or individually, do not exceed the asset and revenue thresholds required to be subject to supervision by the Superintendence.

The Circular provides that bylaw amendments involving a merger or spin-off will require a specific prior authorization in the following cases:

1. Where the transaction is carried out by companies subject to the control Superintendence; or
2. Where the transaction is carried out by companies subject to supervision by the Superintendence for reasons other than the amount of their assets or revenue, or when they fail to meet the criteria for the Application of the general authorization regime.
3. Where the transactions are carried out by companies subject to supervision by another government agency that does not have the authority to authorize bylaw amendments, when they do not meet the criteria established for the application of the general authorization regime.
   
   

Foreign investment registries — Elimination of deadlines for substitution and cancellation

The Ministry of Finance and Public Credit eliminated the 6-month term for registering the substitution and cancellation of foreign investment in Colombia and Colombian investment abroad with the Colombian central bank by issuing Decree 1044 of August 5, 2026 (“Decree”), amending Article 2.17.2.5.1.1. of Decree 1068 of 2015.

As of 7 August 2026, the substitution and cancellation of investments registered as foreign investment may be carried out at any time.

Administrative sanction proceedings — Foreign investment

Given the elimination of the six-month deadline for replacing or canceling a foreign investment registration, the Decree states that the principle of favorability will apply to ongoing administrative sanction proceedings related to foreign exchange violations arising from failure to meet the 6-month deadline. Therefore, such proceedings should be dismissed without imposing any sanctions.

The above changes facilitate and streamline the implementation of mergers and spin-offs, and open the door to simplifying corporate structures and reorganizing business operations more efficiently. We recommend evaluating whether your organization’s specific circumstances allow you to take advantage of these benefits.

We can assist you in analyzing suitable alternatives. Please do not hesitate to contact us with any questions.

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