About the registration of minutes, ledgers and documents
Minutes: documents which collect the decisions made by:
• The companies' collegiate bodies such as general shareholders' meetings, or partner boards, as well as board of directors meetings.
• The direction and management bodies at non-for-profit institutions, such as Founders' Meetings, Associates' Meetings, Boards of Directors, among others.
The minute is considered to be effective when it complies with the dispositions set forth in Article 189 of the Commerce Code.
Minutes are covered by the legal presumption of legality; therefore, the individuals signing as president and secretary of the meeting vouch and are accountable for the accuracy of their content.
Ledgers: a set of sheets that companies and individuals alike arrange to store the information related to their business, their operations, management or the conduction of all activities carried out by the company or institution.
Documents: written pieces which collect the decisions taken by one or more individuals, where rights are defined, or decisions affecting a company or a non-for-profit organization are made either directly or through the corresponding positions within the company.
In accordance with the dispositions set forth in Articles 48 and 49 of the Commerce Code, merchants are required to register their trade ledgers, without said obligation being subjected to any additional requirement or exceptions; also, the way in which ledgers as well as their effects as evidence are covered by Article 15 of the Constitution, under the Civil Procedural Code, the Fiscal Statute and decrees 2649 and 2650 of 1993. However, keeping trade ledgers is not just an obligation borne by merchants; it is also one of the ways in which the company becomes formalized in its business, and having them registered in the merchant's registrar results in commercial and legal benefits, such as:
1. From a fiscal perspective, the taxpayer's ledgers constitute positive evidence, as long as they are kept properly, and from a commercial perspective, they are given full evidence value in legal proceedings.
2. Trade ledgers recorded into the merchant's registrar are vested with an opposability effect, as an eminent feature of this commercial institution.
3. When merchants register their trade ledgers, they are eligible to become a member of the Affiliates Club and, therefore, enjoy its benefits.
4. When a Minutes Ledger is registered, the actions recorded in it are easily reported, on account of the following:
- When an authorized copy of a minute is presented for registration by the secretary or by a legal representative, said copy need only be acknowledged before a judge or a notary, or provided in person by the president and secretary or, in their absence, by the statutory auditor.
- When an excerpt of a minute authorized by the secretary or a legal representative is presented for registration, the document need only be acknowledged before a judge or notary by said legal representative or secretary or, otherwise, be provided in person to the Chamber of Commerce's secretary by said secretary or legal representative.
- When the procedure involves a copy taken from the original listed in the minutes ledger registered at the Chamber of Commerce, authorized by the secretary or legal representative of the company, said copy must be authenticated at a notary's office, in which case no requirement will apply for the acknowledgment of the document, or its personal presentation, and it may simply be sent for registration.
- If what is being filed is a copy taken from the original listed in the minutes ledger registered at the Chamber of Commerce, authorized by the secretary or legal representative of the company, and authenticated before a notary, no personal presentation or document acknowledgment will be required.
- The minutes and private documents registered in the public records become public records, that is, any individual may access them through certificates issued by the CCB.
- The actions recorded into the Merchant's Registrar or into the Registrar of Non-For-Profit Organizations will be vested with the opposability effect, that is, the legal effects resulting from this document will be extended to third parties (individuals other than those who signed the minute or document).
- The minutes and documents registered with the CCB are covered by the principle of good faith, that is, their contents are assumed to be true and accurate.
Any objections on grounds of falsehood that may be filed on them will be processed by the interested stakeholder before the corresponding civil or criminal authorities, and against the individuals who sign or grant the documents in question.
In addition to the legal obligations set forth for companies, ledger registration vests them with an opposability effect vis-a-vis third parties. Commercial companies registering their ledgers are entitled to become members of the Bogotá Chamber of Commerce's Circle of Affiliates, and may enjoy a series of benefits.
Review the costs of the rights to register each of the actions included in minutes, ledgers and/or private documents.
Keep in mind that the registration of ledgers causes no taxes on registration once the document has been issued (document date).
Once the document has been issued (document date) or once the action has been constituted, the law grants a period of time for its registration into the Merchant's Registrar, or into the Registrar of Non-For-Profit Organizations; after such term a penalty will be charged on the registration tax, which is calculated on a daily basis:
• Minutes and documents issued in Colombia must be registered within two (2) months.
• Minutes and documents issued in Colombia must be registered within three (3) months.
Registration rights are a standard rate which varies depending on the changes made to the Legal Monthly Minimum Wage.
Whenever the document has no intrinsic or clear economic interest (actions without a specific amount), such as, for example, a change to the company's name, appointments or changes in corporate purpose, the amount of the tax will be a standard rate (according to legal dispositions, it is set at four (4) Legal Minimum Daily Wages); said rate will change in accordance with the changes made to the Legal Monthly Minimum Wage.
Whenever the document has an intrinsic or clear economic interest such as, for example: the creation of a company (where partners will contribute monies to the company's capital) or when an asset or good is transferred in exchange for an economic or monetary benefit (the purchase or sale or assets - the transfer of assets in order to pay debts quantified in monetary amounts) which can be, thus, calculated in monetary amounts in Colombian Pesos, or when the company's capital is increased.
The fiscal base used to calculate the registration tax is the amount covered by the action: the capital of the company that was created, the value of the sale or the appraisal value of the asset that is transferred, or the amount of the increase in capital. In accordance with legal dispositions, 0.7% of this fiscal base or of the action's intrinsic value will be paid as registration tax. Said actions are known as Actions Of Specific Amount.
The CCB collects the registration tax payable to the Cundinamarca departmental Government; should the document also need to be registered with the Public Records Registration Office, because it involves the transfer of an asset or good, then the CCB will charge the registration rights, but the customer will be required to pay for the registration tax with the other institution where the document needs to be recorded, and will provide the CCB with the corresponding payment stub for said tax, prior to the record being registered with the CCB.
In some exceptional cases, the registration tax will be waived (be it because it must be paid at another public records office, or because legal dispositions expressly state it, or because the tax was caused and paid previously when an action was registered which was directly linked to the document currently being registered, for example, and increase of paid capital).×
In accordance with the dispositions set forth under Decree 019 of 2012, the ledgers that must be registered are:
Merchants: partner or shareholder ledgers, shareholders' meeting ledgers and partners' meeting ledgers.
Non-For-Profit Organizations: associate ledgers, ledgers of the highest management body, and any others for which the law requires this formality.
Note: accounting ledgers and board of directors ledgers are no longer required to be registered as part of the public records being kept by the chambers of commerce.
"Considering the new regulations, we recommend you review what ledgers your company is required to register. Furthermore, if your company has undergone a transformation involving its type of company, this review is very important".
Minutes and documents not registered have no legal standing facing third parties. In the case of Companies, as set forth under Article 29 of the Commerce Code. In the case of Non-For-Profit Organizations, as per the dispositions set forth in the Single Memo issued by the SIC, as well as in memos 4 and 8 of 2007 from the SIC, and Memo 8 of 2008 from the SIC.
You are in default of your obligations as a merchant and as a Non-For-Profit Organization, which may result in penalties imposed on you by the different control, inspection and oversight bodies. For companies: Superintendence of Finance, Superintendence of Companies, Superintendence of Industry and Trade. For Non-For-Profit Institutions: Bogotá D.C. City Hall and Cundinamarca Departmental government, among others.
Registration must be made within the terms established by law. Otherwise, interests in arrears will be charged on the registration tax charged.
Registration is the most effective method for the control, organization and updating of information regarding legal persons.
Register your ledgers, minutes and documents at any of the CCB's offices.