Through External Circular 100-000020 of July 2, 2026, the Superintendency of Companies fully reissued the Basic Legal Circular, repealing the 2022 circular and ten other instructions, including those of SAGRILAFT and PTEE. The new circular is effective from the date of its publication.
What is the most impactful change?
The unification of SAGRILAFT and PTEE into a single Self-Control and Risk Management System for Money Laundering, Terrorist Financing, Proliferation Financing, Corruption, and Transnational Bribery (new Chapter IX). From now on, the management of money laundering, terrorist financing, proliferation financing, corruption, and transnational bribery must operate under a single compliance architecture. The principal and alternate compliance officers will have enhanced requirements: one year of experience, accredited training, residency in Colombia, and a prohibition on being associates of the obligated entity. Thresholds migrate from minimum wages to UVB (Unit of Purchasing Power) without a material change in the amount, and the sectors subject to these requirements are expanded to include vehicle sales, chambers of commerce, and, to a lesser extent, pharmaceuticals, infrastructure, manufacturing, and mining and energy. Companies already subject to these requirements must adjust their systems no later than May 31, 2027; in the meantime, existing systems remain valid.
What changes for administrators?
Chapter IV incorporates Decree 46 of 2024: it elaborates on direct and indirect interest in conflicts of interest, broadens the definition of an intermediary, and includes independent, controlling, and subsidiary estates, thus expressly bringing intragroup transactions under scrutiny. Furthermore, it allows the highest governing body to grant general authorizations, on a fiscal year basis, for recurring transactions within the ordinary course of business, provided they are sufficiently defined, reliably recorded, and reported in the management report.
And what about mergers and spin-offs?
The regulations are being made more flexible. The list of situations that, even though they met the criteria for general authorization, required specific authorization is being eliminated, and a general authorization for intragroup transactions between companies monitored based on assets or income is being created. This authorization requires registration of the control situation or corporate group, unanimous approval from the holders of all subscribed and outstanding shares, assets of the resulting companies equivalent to at least twice their liabilities, and compliance with transparency and disclosure requirements.
Are there any new subjects?
Yes. The circular incorporates a regime for foreign non-profit entities with permanent businesses in Colombia, regulating registration, annual renewal, mandates, attorneys-in-fact, liquidation, and inactive entities. It also includes Chapter XI with recommendations on sustainability reporting for supervised entities that exceed certain thresholds in UVB (Taxable Value Units) or belong to certain sectors, with reference to international standards such as IFRS S1 and S2.
The recommendation is to act now: verify compliance with the new thresholds and sectors, map the administrators' related parties, assess the advisability of general authorizations, and register control situations. The transition period is coming sooner than it seems.
Consultation prepared by our managing partner of the unit Corporate LawNicolás Gómez, for Legal Affairs: New Basic Legal Circular: what changes for your company
