It is an increasingly common situation in Colombian simplified stock companies (SAS) with several shareholders: the company goes through a liquidity crisis, management proposes requesting admission to a business reorganization proceeding to protect its operations, and one or more shareholders — with their own economic interests at stake — block that decision at the shareholders' meeting. When does that block amount to a sanctionable abuse of voting rights, and when is it simply the legitimate exercise of a political right? The Superintendency of Companies recently decided a case that sets clear standards on what must be proven for the action to succeed.
The case: a vote that temporarily blocked a company's reorganization
In a ruling dated August 27, 2026 (summary verbal proceeding No. 2025-800-00374), the Superintendency of Companies decided the claim filed by Munag S.A.S., a minority shareholder of SKG Tecnología S.A.S., against Inversiones PTI S.A.S. and Proyectos Tecnológicos Integrales Ltda., also shareholders of the company.
The facts: facing a severe liquidity crisis, the legal representative of SKG Tecnología S.A.S. requested, on May 23, 2025, that the company be admitted to a business reorganization proceeding under Law 1116 of 2006. The general shareholders' meeting, held on June 10 and 16, 2025, was to ratify that request but did not reach the 91% statutory majority required: Proyectos Tecnológicos Integrales Ltda. conditioned its vote and Inversiones PTI S.A.S. voted against. The latter held a claim against SKG Tecnología S.A.S. of more than one billion pesos for unpaid lease payments and had filed an executive collection proceeding against it, with attachment measures already in place. Munag S.A.S. argued that both companies voted in pursuit of an unjustified advantage: preventing the reorganization from affecting the preferential collection of that claim.
The Superintendency's standard: two elements, not one
The Article 43 of Law 1258 of 2008, which governs the SAS, provides that shareholders must exercise their voting rights in the company's interest, and considers abusive “the vote exercised for the purpose of causing harm to the company or to other shareholders, or of obtaining for oneself or a third party an unjustified advantage, as well as any vote that may result in harm to the company or to the other shareholders.”
The Superintendency reiterated that proving abuse of voting rights requires establishing two elements, not just one:
- A subjective element: that the vote was exercised for the purpose of causing harm to the company or other shareholders, or of obtaining an unjustified advantage.
- An objective element: that the unjustified advantage, or the harm claimed, actually materialized — it is not enough that there was a risk, or an intention, that it would occur.
Merely alleging that a decision was contrary to a shareholder's subjective interests is not enough; the claimant must prove that the vote was driven by an illegitimate purpose and that, in fact, that vote caused a certain and provable harm, or an unjustified advantage that was actually realized.
Why the Superintendency dismissed the claim
Although the Despacho found indications that Inversiones PTI S.A.S. voted to protect the collection of its claim, it dismissed the claims because the objective element was not established:
- The block on ratification only set aside the reorganization admission temporarily — four months, between November 10, 2025 and March 13, 2026 — since a subsequent order revoked that decision and confirmed SKG Tecnología S.A.S.'s admission to the insolvency proceeding.
- It was not proven that, during that period, the company suffered a real, certain and provable harm: the claimant alleged "devastating" consequences but did not present evidence beyond mere assertion.
- Nor was it proven that Proyectos Tecnológicos Integrales Ltda. managed, during the block, to collect its claim ahead of other creditors with higher priority.
Accordingly, the Superintendency dismissed the claims and ordered Munag S.A.S. to pay costs.
What this means for your company's corporate governance
This precedent is relevant for any company with several shareholders or investors, especially where qualified majorities or statutory veto rights exist:
- A conflict of interest alone is not enough. That a shareholder has an economic interest different from the company's at the time of voting is not, by itself, abuse of voting rights; the vote must actually cause a harm or unjustified advantage that materializes.
- Document the reasons for each vote. Recording the reasons for each vote — for or against — in the minutes makes it easier, later on, to prove or disprove an illegitimate purpose.
- Anticipate deadlock-breaking mechanisms. Bylaws or shareholders' agreements should provide for ways out of sensitive strategic decisions — such as a request for admission to a reorganization proceeding — in the face of qualified majorities that could paralyze the company in a crisis.
- Quantify the harm before filing suit. Before bringing an action for abuse of voting rights, it is essential to assess whether the harm or unjustified advantage claimed can be proven with real, not merely circumstantial, evidence.
This note is for general informational purposes only and does not constitute legal advice for any particular case. If your company is facing a deadlock in shareholder decisions, or you are a shareholder with questions about the legitimate exercise of your voting rights, at Iniciativa Legal we can help you assess your situation.
Sources
- Superintendency of Companies, ruling of August 27, 2026, summary verbal proceeding No. 2025-800-00374, Munag S.A.S. v. Inversiones PTI S.A.S. and Proyectos Tecnológicos Integrales Ltda. Public record: Tesauro Search Engine – Superintendency of Companies.
- Law 1258 of 2008 (simplified stock company), Article 43: Senate Secretariat – Law 1258 of 2008.
- Law 1116 of 2006 (business insolvency regime), Article 17: Función Pública – Law 1116 of 2006.