Through Sentence C-318 of 2023, the Colombian Constitutional Court declared as unconstitutional, due to vagueness, the expression “resolution of corporate disputes” contained in item 5º, literal b) of Article 24 of the General Code of Procedure, which granted such jurisdictional authority to the Superintendency of Companies.
However, the jurisdictional competence of this administrative body regarding disputes arising among shareholders, between shareholders and the company, or between them and their directors and administrators remains in force.
Corporate disputes that will continue to be resolved by the Superintendency include, among others, breaches of shareholder agreements, challenges to decisions of general assemblies, boards of directors, or partners, annulment of fraudulent acts, abuse of the right to vote, disregard of legal personality, and piercing the corporate veil. In the particular case of shareholder derivative actions that the company can file against its administrators – subject to the decision of the general assembly or the partners’ meeting – to obtain compensation for damages, their proceedings will continue before the judge or the Superintendency as before.
The Constitutional Court has been consistent with its jurisprudential precedents in requiring precision in the jurisdictional powers of those administrative authorities to which the legislator has wanted to grant exceptional jurisdiction to resolve various conflicts. We will have to await the decisions of the Delegate for Commercial Proceedings in those ongoing processes; nullities will likely be decreed ex officio or at the request of a party, and the case files will be sent to the competent judge.
