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Colombia: DIAN and Superintendence of Companies agree to exchange information from the Ultimate Beneficial Owner Registry

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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.

Spanish version

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Author

Clare Montgomery joined Baker McKenzie's Bogota office in 1994 and has been the head of the Companies, Restructures and Investment Practice Group since 2007. Prior to joining the Firm, she worked in a law firm in London from 1992 to 1994. She has been a lecturer for a post-graduate course on international contracts at the Externado University in Bogotá since 2005.

Author

Karen Santamaria is an associate with seven years of experience in corporate and commercial law. She joined Baker McKenzie in 2015 as a member of the Companies, Reorganizations and Investment Practice Group in Bogota.

Author

Juan David is a Transactional Tax Partner and Wealth Management Practice Group Leader at Baker McKenzie Colombia.
As a leading transactional tax practitioner, he has actively advised numerous public and private companies, as well as private equity and venture capital firms on multijurisdictional tax-related aspects of investment, project finance, mergers, acquisitions and disposition of business interests and corporate reorganizations.
He also works with high-net-worth individuals on private wealth management, tax-efficient estate planning strategies and cross-border asset-protection structures.

Author

Carolina Roldan is an Associate in Baker McKenzie, Bogota office.

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