{"id":3482,"date":"2026-10-05T11:11:17","date_gmt":"2026-10-05T16:11:17","guid":{"rendered":"https:\/\/iniciativalegal.com\/?p=3482"},"modified":"2026-10-05T11:11:17","modified_gmt":"2026-10-05T16:11:17","slug":"abuso-del-derecho-de-voto-en-la-sas-que-debe-probarse-segun-la-superintendencia-de-sociedades","status":"publish","type":"post","link":"https:\/\/iniciativalegal.com\/en\/abuso-del-derecho-de-voto-en-la-sas-que-debe-probarse-segun-la-superintendencia-de-sociedades\/","title":{"rendered":"Abuse of Voting Rights in the Colombian SAS: What Must Be Proven, According to the Superintendency of Companies"},"content":{"rendered":"

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 \u2014 with their own economic interests at stake \u2014 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.<\/p>\n

The case: a vote that temporarily blocked a company's reorganization<\/h2>\n

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.<\/strong>, a minority shareholder of SKG Tecnolog\u00eda S.A.S.<\/strong>, against Inversiones PTI S.A.S.<\/strong> and Proyectos Tecnol\u00f3gicos Integrales Ltda.<\/strong>, also shareholders of the company.<\/p>\n

The facts: facing a severe liquidity crisis, the legal representative of SKG Tecnolog\u00eda S.A.S. requested, on May 23, 2025, that the company be admitted to a business reorganization proceeding under Law 1116 of 2006<\/strong>. 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 Tecnol\u00f3gicos Integrales Ltda.<\/strong> conditioned its vote and Inversiones PTI S.A.S.<\/strong> voted against. The latter held a claim against SKG Tecnolog\u00eda 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.<\/p>\n

The Superintendency's standard: two elements, not one<\/h2>\n

The Article 43 of Law 1258 of 2008<\/strong>, which governs the SAS, provides that shareholders must exercise their voting rights in the company's interest, and considers abusive \u201cthe 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.\u201d<\/p>\n

The Superintendency reiterated that proving abuse of voting rights requires establishing two elements<\/strong>, not just one:<\/p>\n