The Superintendence of Companies, through Official Letter 220-093666, clarifies
that both Law 1955 of 1995 and the decree regulating it establish
that it is the responsibility of this entity to declare the
insolvency of those companies that: 1) are subject to its supervision, 2)
are not undergoing an insolvency process under Law 1116 of 2006, and
3) meet any of the assumptions mentioned in the regulations.
Likewise, the National Development Plan, that is, Law 1955 of 2019, in its
Article 144, provides that commercial companies whose supervision is the
responsibility of the Superintendence of Companies and that: 1) do not renew their commercial registration or 2) do not send the information required within a period of 3 years, will be presumed to be non-operating companies, which is why they may be declared dissolved ex officio, except in those cases where their operation is demonstrated.
Now, the declaration of dissolution is the first stage of the company's liquidation process. The latter aims to pay obligations according to the priority established in Article 2495 and subsequent articles of the Colombian Civil Code. It is important to note at this point that the liquidator has the obligation to prepare the inventory of the corporate assets, which must include a list of assets, liabilities, and also add the legal order in which payments must be made.
In that sense, the obligations corresponding to the renewal of the commercial registration must be included in the inventory of the corporate assets, and the Chamber of Commerce will be responsible for receiving the payments, as well as carrying out the collection of pending amounts.
Finally, once the amounts owed to third parties have been paid, if there is a surplus of assets, it will be distributed among each of the partners, and this will be recorded in minutes stating the name of the partner, the value of the social interest, and the sum of money or generally the assets that each partner receives by way of liquidation.
Prepared by: Valentina Peña Rueda, Consulting Attorney.