New 2026 Circular Básica Jurídica: What Changes and What Your Company Should Review
Supersociedades issued a new Circular Básica Jurídica that unifies SAGRILAFT and PTEE. We explain what changes, who it applies to and the transition deadlines.
10/22/20267 min read
On July 2, 2026, the Superintendencia de Sociedades (Supersociedades, Colombia's Superintendency of Companies) issued Circular Externa 100-000020 (External Circular 100-000020), which adopts a new Circular Básica Jurídica (CBJ, the Superintendency of Companies' Basic Legal Circular). The document brings together instructions on shareholders' meetings, directors and officers, bylaw amendments, business groups, and the prevention of money laundering, corruption and transnational bribery risks.
For shareholders, directors and officers, compliance officers and revisores fiscales (statutory auditors), the practical question has two parts: which obligations apply to each company, and as of when. Not every rule applies the same way to every company.
What is the Circular Básica Jurídica and what does it replace?
The CBJ is the instrument through which Supersociedades compiles its instructions for companies and the other entities under its supervision. The 2026 version is a comprehensive amendment of Circular Externa 100-000008 of July 12, 2022, and it has been in force since its publication.
It also expressly repeals eleven earlier circulars, including 100-000016 of 2020 and 100-000011 of 2021 (which governed SAGRILAFT, Colombia's anti-money laundering and counter-terrorist financing self-control and risk management system, and PTEE, the Programa de Transparencia y Ética Empresarial, or business transparency and ethics program), as well as 100-300000 of 2024.
The eleven chapters
Share capital: capital reductions, share subscriptions and stock dividends.
Authorization to issue preferred-dividend, non-voting shares or privileged shares.
Meetings of the highest corporate body and of the board of directors.
Directors and officers: duties, limitations and grounds for liability.
Authorization of bylaw amendments: mergers and spin-offs.
Parent companies, subsidiaries and business groups.
Voluntary liquidation.
Special regimes (multilevel marketing, SAPAC [sociedades administradoras de planes de autofinanciamiento comercial, companies that manage commercial self-financing plans], payroll-deduction lending [libranza], factoring, livestock funds [fondos ganaderos], professional sports clubs and foreign ESAL [entidades sin ánimo de lucro, nonprofit entities]).
Self-Control and Risk Management System for ML/TF/PF and C/TB (LA/FT/FP y C/ST in Spanish).
Admission to restructuring agreements and the duties of promoters (Ley 550 de 1999, Colombia's 1999 business restructuring law).
Recommendations on sustainability reporting.
Corporate governance: meetings, minutes and inspection rights
Chapter III covers meeting notices, the right of inspection, decision-making and how the board of directors operates. Mistakes at these steps are a frequent source of disputes among shareholders and of challenges to the validity of decisions.
It is advisable to check:
That meeting notices are given through the means and with the advance notice required by law and the bylaws.
That the minutes faithfully reflect deliberations, votes and decisions.
That shareholders can exercise their inspection rights on the terms set by law (Article 48 of Ley 222 de 1995, Colombia's 1995 corporate law reform).
That the applicable quorum and majority requirements are respected.
Directors, officers and legal representatives
Chapter IV develops the duties of directors and officers (administradores). The legal basis is still Article 23 of Ley 222 de 1995: to act in good faith, with loyalty and with the diligence of a prudent businessperson, in the company's interest and taking into account the interests of its shareholders. Article 24 of that law governs their liability and presumes fault in cases such as failure to perform or exceeding their duties.
According to Supersociedades, the new CBJ develops in greater detail the duties of care and loyalty, the handling of conflicts of interest and competition with the company.
In practice, you should review:
The legal and bylaw limits on the legal representative's powers.
The procedure for disclosing conflicts of interest and obtaining authorization from the highest corporate body when required.
The documentation of significant decisions.
An unfavorable business result does not, by itself, give rise to personal liability for a director or officer. That liability is analyzed in light of the legal requirements and the facts proven in each case.
Mergers, spin-offs and reorganizations
Chapter V governs the authorization regimes for bylaw amendments such as mergers and spin-offs, their requirements, the right of withdrawal and the procedure before the Superintendency. Not every reorganization follows the same procedure: it depends on the transaction and on the supervision status of the participating companies.
Before carrying one out, it is also advisable to analyze the rights of shareholders and creditors and its employment and contractual effects, not just the tax effects.
Control situations and business groups
Chapter VI develops Articles 260 and 261 of the Código de Comercio (Colombia's Commercial Code) and Articles 28 to 30 of Ley 222 de 1995. When a control situation or a business group arises, the controlling entity must register it in the commercial registry within the following thirty days (Article 30 of Ley 222).
Having different NITs (tax identification numbers) or different legal representatives does not rule out control: what matters is who holds decision-making power.
SAGRILAFT and PTEE become a single system: Chapter IX
The change with the greatest impact is that SAGRILAFT and PTEE are unified in Chapter IX as a single Self-Control and Risk Management System for money laundering, terrorist financing, financing of the proliferation of weapons of mass destruction, domestic corruption and transnational bribery (LA/FT/FP y C/ST).
Must every company implement it?
No. Chapter IX distinguishes two levels:
Self-Control and Risk Management System (general regime). It applies, among others, to companies overseen or controlled by Supersociedades with total revenue or assets equal to or greater than 4,929,017 UVB (Unidad de Valor Básico, Colombia's Basic Value Unit) as of December 31 of the previous year (Section 9.4), and to certain sectors with their own thresholds, such as real estate or precious metals and stones (Section 9.5).
Minimum Measures Regime (Régimen de Medidas Mínimas). Simplified obligations for certain sectors and activities with revenue or assets below those of the general regime (Section 9.6).
That is why it is not accurate to say that every SAS (sociedad por acciones simplificada, Colombia's simplified stock corporation) must implement the full system. Each company must verify whether it is an obligated entity, under which regime and on what criterion.
Compliance officer: stricter requirements
The new CBJ tightens the requirements for the compliance officer. Among other things, the officer must have proven training in ML/TF/PF and C/TB risk management (for example, a graduate degree or a diploma course of at least 90 hours) and be domiciled in Colombia. In addition, the officer may not serve more than ten obligated entities, except within a business group or a declared control situation (Sections 9.9.2 and 9.9.3).
What obligated entities should review
The identification and assessment of their own risks.
Policies, procedures and counterparty due diligence.
The responsibilities of the board of directors or highest corporate body and of the legal representative.
The appointment of the compliance officer and the officer's requirements.
Reporting, documentation and monitoring.
A policy copied from another company is no substitute for assessing the risks of your own business.
Deadlines: transition until May 31, 2027
If you were already obligated under Circulars 100-000016 of 2020, 100-000011 of 2021 or 100-300000 of 2024: you must bring your system into line with Chapter IX no later than May 31, 2027. In the meantime, the systems and programs already implemented are considered valid (Section 9.29).
If you become an obligated entity for the first time as of December 31, 2026: you must put the system in place no later than May 31 of the year following the year in which you became obligated (Section 9.28).
If you stop meeting the requirements as of December 31 of any year: you remain obligated for two more years under the general system and for one year under the Minimum Measures Regime (Section 9.30).
The transition does not suspend current obligations: your existing system must keep operating while you make the adjustments. Supersociedades may also supervise the application of SAGRILAFT or PTEE under the earlier circulars (Section 9.31).
What happens if you do not comply?
Failure to comply with Chapter IX may lead to administrative investigations and sanctions against the obligated entity, its directors and officers, the compliance officer and the statutory auditor, based on Article 86(3) of Ley 222 de 1995 (Section 9.27). According to the Circular itself, fines are calculated in UVB, under Article 313 of Ley 2294 de 2023 (Colombia's 2022–2026 National Development Plan law).
Depending on the case, corporate disputes, claims against directors and officers, or contractual and reputational risks may also arise. None of these consequences is automatic: they depend on the rule breached and on the facts.
Five steps to review your company in 2026
Identify what applies to you. Supervision status, economic activity (CIIU code), revenue and assets.
Review your corporate procedures. Bylaws, meeting notices, minutes and the powers of directors and officers.
Map your corporate structure. Control situations and business groups, and their registration.
Compare your compliance system with Chapter IX, if you are an obligated entity, and plan the adjustments before May 31, 2027.
Document an action plan with owners, priorities and evidence of the decisions made.
These are preventive recommendations, not a uniform list of obligations for every company.
Frequently asked questions
Does the 2026 Circular Básica Jurídica apply to all SAS companies?
Not uniformly. It depends on the chapter, the company's supervision status and the criteria of each regime.
Did the 2026 Circular replace the 2022 one?
Yes. Circular Externa 100-000020 of 2026 comprehensively amended and repealed Circular Externa 100-000008 of 2022, along with ten other circulars.
Does every company need a compliance officer?
No. It depends on whether the company is an obligated entity and on the regime that applies to it under Chapter IX.
Until when can I adjust an existing SAGRILAFT or PTEE?
Until May 31, 2027, if you were already obligated under the circulars referred to in Section 9.29.
Should a small company review its corporate governance?
Yes, as a preventive measure. Even if the special obligations do not apply to it, orderly minutes and meeting notices reduce the risk of disputes among shareholders.
Conclusion
The new Circular Básica Jurídica does not require every company to adopt new manuals. The first step is to identify which rules apply to your company and, if you are an obligated entity, to bring your compliance system into line before May 31, 2027. For shareholders, directors and officers, it is also a good opportunity to put minutes, powers and conflicts of interest in order.
At Luma Legal Consulting, we advise companies, shareholders, directors and officers on corporate law, corporate governance and regulatory compliance.
Sources
Editorial note: general legal information. The obligations that apply depend on each company's situation.
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