On March 16, 2020, the Ministry of the Interior “Ministerio del Interior”, through the External Circular with reference OFI2020-7728-DCP-2500 adopted the decision of:

  1. Suspend the verification visits and prior consultation meetings at all stages carried out by the Directorate of the National Prior Consultation Authority “Dirección de la Autoridad Nacional de Consulta Previa”, from March 16, 2020, until March 30, 2020;
  2. Suspend the agenda of meetings at the facilities of the Directorate of the National Prior Consultation Authority “Dirección de la Autoridad Nacional de Consulta Previa” from March 16, 2020, until March 30, 2020;
  3. Once the period of suspension of activities covered by this circular has elapsed, the Directorate of the National Prior Consultation Authority “Dirección de la Autoridad Nacional de Consulta Previa” will evaluate the relevance of adopting new prevention and mitigation measures against COVID-19.

This, considering, among others, the declaration of  COVID-19 outbreak as a pandemic by the World Health Organization, the State of Health Emergency adopted by Resolution 385 of March 12, 2020, by the Ministry of Health and Social Protection “Ministerio de Salud y Protección Social”, the Presidential Directive 02 of March 12, 2020, which established measures to address the contingency generated by COVID-19 and the External Circular 015 of March 12, 2020, which established recommendations for the prevention, containment, and mitigation of COVID-19.

Finally, the Ministry of the Interior “Ministerio del Interior” refers to the jurisprudence of the Constitutional Court “Corte Constitucional” where ethnic communities in Colombia have been identified as holders of fundamental rights and subjects of special constitutional protection as such communities are in a situation of vulnerability and have the right to have the State reverse the historical processes in which the majority society has threatened their ways of life.

The warning to all the partners or associates regarding the impossibility of holding the summoned meeting, will serve as proof of the existence of an event of force majeure or unforeseen circumstances for the holding of the meeting.

  1. Once the circumstances that gave rise to the health emergency have been overcome and the orders of the competent authorities regarding crowds prohibitions are modified, or when the technological means are available to hold virtual or mixed meetings in compliance with the restrictions established by the authorities, the competent corporate bodies must make a new summon for the ordinary meeting which, due to the aforementioned circumstances, could not be held.
  2. If it is not possible to hold the meeting in-person or mixed, and as long as the capacity limits indicated by the authorities are not exceeded, it is also possible to contemplate the attendance of the partners or associates through the granting of powers of attorneys, which will have the same formalities and requirements to those provided for in article 184 of the Colombian Commercial Code.
  3. If the summoned meeting cannot be held due to a lack of quorum (other than impossibility due to force majeure or unforeseen circumstances), the provisions of the corporate regime must be taken into account in relation to second-call meetings, which must be carried out within the legal terms allowed and with the quorum reduction indicated in the law.

Second call meetings are those that even if duly summoned, are not held due to lack of quorum, an event in which a new meeting must be summoned to meet and validly decide with a plural number of people, regardless of the number of shares that is represented. This meeting must be held not earlier than ten days or after thirty days, counted from the date given for the first meeting.

These second call meetings must also be held virtually while the health emergency continues.

  1. To exercise the right of inspection, the Superintendence of Corporations invites supervised companies to establish virtual mechanisms to facilitate its development, so that the corresponding information is made available to partners or associate who require it, of course, with the assurances that are considered necessary due to the type of information in question.