Gradiente Jurídico

Practice

Companies and corporate governance

Company formation, bylaw amendments, shareholders’ agreements, minutes, boards, meetings, regulations and support in corporate conflicts.

In Colombia

Commercial Code, Law 1258 of 2008 (SAS) and the governance rules the company type and the shareholders agree. Decisions that never make it into minutes or an amendment are often the ones that later cannot be opposed to third parties.

How we help

Formation, amendments, capital increases and entry or exit of partners require a trail that the registry and third parties can read.

The shareholders’ agreement covers what bylaws do not: drag-along, tag-along, deadlock and information rights.

When it makes sense

  • You will form or amend a company
  • A partner enters or exits, or there is a round
  • Boards and meetings have no clear minutes or regulations
  • There is a conflict among partners or with management

How we work it

  1. 01Diagnosis of bylaws, minute books and capital structure
  2. 02Formation, amendment or shareholders’ agreement according to the goal
  3. 03Support for boards, meetings and regulations
  4. 04A path to resolution if a corporate dispute already exists

What usually arrives

  • The company operates and the SAS is not registered or is outdated
  • There are de facto partners without documented participation
  • A manager decides without authority or without minutes
  • The shareholders’ pact contradicts the bylaws

Who it is for

Founders, partners and companies that need a corporate vehicle aligned with how the business actually decides.

This text describes the general framework in Colombia. It is not legal advice and does not replace an engagement on specific facts.

What it covers

  • Formation and bylaw amendments
  • Shareholders’ agreements
  • Minutes, boards, meetings and regulations
  • Support in corporate conflicts
All areas