When a corporate board does not exist, the duty of independence falls onto the official record. The Superintendencia de Sociedades issued Circular Externa 100-000020 on July 2, unifying two regulatory systems into one. The document assigns eleven minimum functions to the board or the supreme social body when a formal board is absent. These tasks include approving the system via minutes, designating the main compliance officer and a substitute, studying reports, guaranteeing necessary resources, and securing the officer’s autonomy.
The circular specifies that the compliance officer must report directly to the board or supreme social body. This reporting structure aims to ensure the officer operates independently from the administration, fulfilling a supervisory role rather than an operational one. The Law 1258 of 2008 offers an alternative arrangement for simplified stock companies. Under this law, the legal representative holds all administrative and representation functions. Additionally, Law 1258 allows a single shareholder to make assembly decisions, effectively acting as the decision-maker in one-shareholder companies.
When these legal frameworks combine, the governance structure changes significantly. In this scenario, the legal representative presents the system proposal alongside the compliance officer. They also propose a candidate for the position and apply political exposure criteria. The shareholder, often a parent company, has the final approval power. If both the main and substitute officers are absent simultaneously, the legal representative assumes the system’s functions until replacements are named. This arrangement creates a chain of command where the shareholder may be located at a distance, relying on a single annual signed act to approve the system.
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While the circular explicitly names the risk of paper compliance, it does not address simplified stock companies or the single-shareholder model. The same rules apply to both a multi-member board with periodic sessions and a single-shareholder assembly, without distinguishing how the separation between administration and supervision is achieved in each case. The document assumes that a supervisory body exists or can be easily appointed, even if the practical reality is a single signature on a document.
In large corporate groups, the board of the parent company can exercise effective supervision over its subsidiaries. The circular permits a single compliance officer for the entire conglomerate. Public statistics do not show how many obligated companies operate without a formal board. It remains unclear if the parent company’s supervision reaches the daily operations of each subsidiary or remains a high-level agenda item.
Companies that must adjust to the new system have until May 31, 2027, to do so. The law permits a board of one or more members, and the reporting line for the officer can be designed to bypass the administrator entirely. The remaining time before the deadline allows companies without a board to decide who will fulfill the supervisory role the circular presumes. The Superintendencia’s future reviews may focus on the signed minutes, but it is uncertain whether officials will verify who deliberated before the document was signed.
