1. ¿ What to do in case of loss, misplacement, destruction, and/or theft of books and trade papers?
The Superintendency of Companies, through official letter 220-128260 of June 2023, based on the provisions of the Commercial Code and the Regulatory Decrees of the Accounting Standards, Financial Information, and Assurance Standards Information, issued its opinion regarding this consultation indicating that:

- The loss, misplacement, destruction, and/or theft must be reported to the competent authorities. 

- Financial information must be reconstructed within six (6) months of its loss.

- Accounting can be reconstructed using accounting supports and documents previously stored physically or in other media, and even with information provided by third parties such as customers and suppliers.

- When it is impossible to reconstruct the accounting from the available documents, an inventory of assets and liabilities must be carried out at a cut-off date and taken as the initial balance on the inventory date.

It is important to highlight that, in the case of merchants or legal persons obliged to keep accounts, the responsibility for this fall directly on the merchant and administrators (in the case of legal persons); the accountant being only a preparer of the information, which must provide its services according to the terms stipulated into the agreement.

See: https://jadelrio.com/Boletines/Colombia/Flash36/1.OFICIO220-12826029DEJUNIO2023.pdf 

2. Consolidated and combined financial statements.
Through official letter 115-095881, the Superintendency of Companies clarified the main differences between the consolidated and combined financial statements, indicating:

a. Law 222 of 1995 defines consolidated financial statements as "those that present the financial situation, results of operations, changes in equity and cash flows of the parent company and its subsidiaries as if they were those of a single entity.” the control relation is present. In turn, the Conceptual Framework for Financial Information (Full IFRS) in paragraph 3.13 establishes: "If the reporting entity comprises two or more entities not linked by a parent-subsidiary relationship, the financial statements of the reporting entity are called “combined financial statements,” referring in turn to the framework for SMEs as the set of financial statements of two or more entities under common control.

b. The foreign or controlling company prepares and presents consolidated financial statements. At the same time, the Superintendency requires the subsidiary to prepare and present the combined financial statements with the most important inheritance according to the consolidation procedure.

c. The consolidated financial statements are general purpose, while the combined financial statements are particular purpose.

d. Consolidated financial statements require consideration for their approval or not by the competent body, contrary to combined financial statements.

See: https://jadelrio.com/Boletines/Colombia/Flash36/2.OFICIO115E28093095881.pdf 

3. Control in a Company, when the owner of more than 50% of the capital is a minor.
Considering the provisions of the Civil and Commercial Codes and the legal presumptions of control in Article 27 of Law 222 of 1995 are not exhaustive and admit proof to the contrary, the Superintendency conceptualizes through the Official letter 220-130026 that a minor cannot exercise control of a Company.

Therefore, "the control of the legal entity is held, solely and exclusively, by those who exercise the parental authority of the minor, since they are the ones who have the power of decision over the company, which, in this case, is embodied in the right to issue the constitutive votes of the minimum decision-making majority in the general shareholders' meeting”.

See: https://jadelrio.com/Boletines/Colombia/Flash36/3.OFICIO220-13002604DEJULIODE2023.pdf 

The content of this newsletter is merely informative, that´s why it cannot be used under any circumstances as advice on the matter described in it. If you need advice on any of the aspects discussed, our team of professionals will be willing to assist you. contacto@jadelrio.com