In Colombia, March 31 is not just another administrative deadline.
It is a critical corporate compliance milestone that concentrates some of the most important legal obligations for companies operating in the country.
For local companies, foreign investors, subsidiaries, and multinational groups, failure to comply with these obligations may result in regulatory sanctions, operational restrictions, reputational damage, and even personal liability for directors and officers.
This guide explains what must be complied with by March 31, why it matters from a legal and strategic perspective, and how to manage these obligations efficiently.
Why is March 31 a key date for corporate compliance in Colombia?
Colombian corporate law requires companies to hold an ordinary shareholders’ meeting or partners’ meeting at least once a year, within the first three (3) months following the end of the fiscal year.
Since companies in Colombia close their fiscal year on December 31, March 31 becomes the statutory deadline to comply with this obligation.
This rule applies to: i) Traditional commercial companies and ii) Simplified Stock Companies (S.A.S.), unless their bylaws establish a different regime
This annual meeting is a cornerstone of corporate governance and legal compliance in Colombia.
Why these obligations go far beyond formality
Timely corporate compliance in Colombia is not merely a legal formality. It directly impacts:
- Corporate reputation and credibility
- Access to banking, financing, and credit facilities
- Participation in commercial contracts and public or private tenders
- Due diligence processes for investors, buyers, or partners
- Protection of directors and officers against personal liability
From an investor’s perspective, corporate compliance is often a key indicator of governance quality and risk exposure.
Legal and regulatory consequences of non-compliance
Failure to comply with these obligations may result in:
- Administrative investigations by the Superintendence of Companies
- Significant monetary fines, depending on the circumstances
- Personal liability of directors and officers
- Loss of good standing before third parties
- Delays or obstacles in corporate transactions, M&A processes, or investment rounds
If management fails to convene the annual meeting on time, shareholders may legally convene the meeting by their own right at the beginning of April, which often signals governance deficiencies to external stakeholders.
Practical timeline for effective corporate compliance in Colombia
If your concerns is that your company in Colombia has already missed a deadline or faces compliance concerns, risk mitigation strategies may still be available.
Speak with our corporate law team today sending us an email corporativo@nietolawyers.com
WhatsApp
Frequently asked questions (FAQ)
Is the annual shareholders’ meeting mandatory in Colombia?
Yes. All companies must hold an ordinary meeting unless a legally valid alternative is established in their bylaws.
Do S.A.S. companies have the same obligations?
Yes, unless their bylaws provide otherwise.
What happens if a company fails to comply by March 31?
It may face regulatory sanctions, governance risks, and operational restrictions.
Is it possible to regularize non-compliance after March 31?
In many cases, yes, but early legal assessment is essential to mitigate risks.
How Nieto & Nieto Lawyers supports investors and companies in Colombia
At Nieto & Nieto Lawyers, we assist:
- Foreign investors
- Multinational groups
- Colombian subsidiaries
- Entrepreneurs and corporate boards
with end-to-end corporate compliance and governance, including:
- Corporate and bylaws review
- Preparation and legal support for annual meetings
- Legal review of financial statements
- Corporate filings before Chambers of Commerce
- Compliance calendars and internal governance frameworks
- Ongoing legal advisory for boards and management teams
Are you confident that your Colombian entity is fully compliant with local corporate requirements?
Request a corporate compliance review and identify risks before they become liabilities.
👉 Contact our team corporativo@nietolawyers.com for a tailored legal assessment.
WhatsApp
Final note
In Colombia, March 31 is more than a deadline.
It is a clear signal of a company’s commitment to transparency, governance, and long-term value creation.
Proactive compliance is not only good legal practice. It is sound business strategy.
