Control Situation and Business Groups in Non-Profit Organizations (ESALES)

Subject matter 

In the recent Official Opinion 220-053568 dated June 19^th, 2025, the Superintendence of Companies (Superintendencia de Sociedades) clarifies how the control situation and the business group operate when the controlling party is a Non-Profit Organization (ESAL) such as a foundation, association, or corporation.  

Key point 

An ESAL may act as the controlling party (parent) of a company or other private-law legal entity, but it may not be a subsidiary or controlled entity. According to the Superintendence’s opinion, subordination applies only to commercial companies. 

What must be done if control exists? 

The party that exercises control (a natural or legal person, Colombian or foreign, including an ESAL) must register said control situation in the Chamber of Commerce for each related entity within thirty (30) days following the configuration of control.  

Such registration is carried out by means of a private document indicating the related parties, their domiciles, their nationalities, their business activity, and the grounds on which control exists. If the registration is not made, the Superintendence of Companies may order the registration and impose fines. 

Points to bear in mind 

1. When an ESAL is the controlling party, the document must be recorder in the ESAL book of the Chamber of Commerce of the domicile of the subsidiary.  

2. The control situation is different from a business group. If the requirements set out in Article 28 of Law 222 of 1995 are met, the ESAL, as controller, must register in the Commercial Registry, in addition to the control situation, the business group. 

WRITTEN BY: NICOLÁS VARGAS