Sociedad Anónima (Colombia)
The Sociedad Anónima in Colombia (short SA German limited liability company is) a corporation with limited liability, in which the share capital by shares is represented and in which the ownership of the shares from the management is separate society. It's set up for a specific purpose. The shareholders have no claim to the acquired assets, but to the capital and the profit thereof.
The Colombian legal system is influenced by the legal systems of other countries, in particular Spanish , German , French and US law . The stock corporation under Colombian law has a different organizational structure than the German stock corporation . It provides for the following organs:
- General Assembly (Spanish Asamblea General ): It represents the joint decision-making body of the shareholders.
- Directorate (span. Directorio ): It has similar functions as the Board of Directors in the USA, in particular general management functions and the supervision of the legal representative.
- Legal representative (span. Gerente ): He manages the company together with the board of directors and is solely authorized to represent.
- Auditor (span. Auditor ): It has the same features as the auditor in Germany.
The establishment of the SA must be certified by a notary . It requires at least five shareholders, none of whom may hold more than 95 percent of the shares. There is no minimum share capital required. The shareholders are liable for the liabilities of the SA up to the amount of their respective contribution.
Payments from abroad into the share capital of the SA must be registered with the Colombian central bank . If this has been done properly, the foreign investor is entitled, under certain conditions, to the transfer of interest payments and to the repatriation of his capital abroad if the SA is dissolved or the share capital is reduced