Pursuant to Article 34 of the Commercial Code, the authority to
register the incorporation of commercial companies in the commercial registry
lies with the Chambers of Commerce.
In the case of S.A.S., the Chambers of Commerce are empowered to deny the incorporation
if certain data provided for in Article 5 of Law 1258 of 2008 are missing, namely: (i) name, identification document, and domicile of the
founding shareholders, and also (ii) the authorized, subscribed, and paid-in capital, the class,
number, and nominal value of the shares representing the capital, and the manner and
terms in which these must be paid.
Regarding this matter, the Superintendence of Companies and the Chambers of
Commerce cannot request more data than those established, such as a
share composition certificate, the number of shares acquired by each
partner, their participation in the share capital, the amount paid by each
shareholder, or other particulars of each partner with respect to the capital.
In any case, the entity clarified that against the refusal of registration, the
administrative remedies of reconsideration before the same chamber and
appeal before the Superintendence may be filed.
COMMERCIAL LAW.