Path Towards Sustainability for Companies Under the Supervision of the Superintendence of Companies
In order to encourage the active participation of business entities under its supervision and control and to promote the implementation of sustainability policies in alignment with the objectives outlined in the National Development Plan 2022-2026—which emphasizes "fostering sustainable development and the country's competitiveness” the Superintendence of Companies issued External Circular No. 100-000010 on November 21, 2023. This circular added Chapter XV to External Circular 100-00008 of July 12, 2023, titled "Administrative Recommendations on the Submission of the Sustainability Report."
This chapter aims to guide and promote better business practices in sustainability, thereby establishing a framework to identify and address sustainability risks and emerging challenges, with the goal of finding innovative and sustainable solutions in accordance with the guidelines set forth by the National Government. In this way, it seeks to ensure that business entities implement applicable international standards to standardize reporting on the impact of sustainability across different areas in the execution of their corporate purpose.
Who Is This Addressed To?
The recommendations apply to:
1.Business entities under the supervision or control of the Superintendence of Companies, with total revenue or assets equal to or exceeding 40,000 SMLMV, as of December 31 of the previous year.
2.Business entities in the following sectors that also meet the following criteria: i) They are subject to the supervision or control of the Superintendence of Companies; ii) As of December 31, of the previous year, they had total revenue equal to or exceeding 30,000 SMLMV.
Sectors Covered:
a. Mining and Energy Sector.
b. Manufacturing Sector, defined as "the mechanical or chemical transformation of organic and inorganic substances into new products, whether by hand or machinery."
c. Construction Sector.
d. Tourism Sector: Businesses where the primary source of revenue falls under CIIU codes 5511, 5513, 7911, 7912, and 7990.
e. Telecommunications and New Technologies Sector.
Exemptions:
Notwithstanding the above, the following companies are exempt from these recommendations:
- Companies in mandatory, judicial, or voluntary liquidation.
- Companies undergoing reorganization.
- Companies under restructuring.
- Companies in concordat proceedings.
- Companies that failed to meet the going concern assumption in the immediately preceding year.
- Group 3 Companies under IFRS for simplified accounting.
What Should the Sustainability Report Contain?
1.Due Diligence in Business Operations and Relationships:
A due diligence process must be implemented to verify the integrity, credibility, and transparency of the information presented, considering factors such as the nature of the business, operations conducted, company size, and geographic areas of operation. This process must include at least the following elements:
I. Evidence of the assessment and scope of activities performed.
ii. Certifications of an adequate risk management system to verify and assess the impact of business model activities.
iii. Monitoring the effectiveness of measures, processes, and tools implemented to prevent, mitigate, or reduce negative impacts that have occurred or may occur.
2. Preparation of the Sustainability Report:
The Sustainability Report must include at least the following elements:
I. The name of the international reporting standard used in its preparation.
ii. A content index.
iii. A company profile, including legal name, location, sector, primary commercial activity, size (in terms of assets and revenue), value chain description, stakeholders, and corporate governance structure.
3.Sustainability context and strategy
The report must describe the company's activities and their relationship with impact areas such as environmental, social, governance, economic, and financial, depending on the business nature. Additionally, it must disclose the materiality of its operations in accordance with its business model.
4.Disclosure of management activities:
The report must outline the activities that have generated risks, opportunities, and impacts and explain the measurement approach based on the chosen international reporting standard.
Who Is Responsible for the Sustainability Report?
Business entities must designate a responsible individual to verify the sustainability report and its related obligations. This person is also responsible for drafting and submitting the report for approval at the first annual meeting of the highest corporate governing body.
Should the Report Be Published and/or Disclosed?
The report must be published and disclosed within the company and communicated to various stakeholders at least once a year. As a best practice, its publication on the company’s website is recommended.
Which International Reporting Standard Should Be Used?
While the circular does not mandate a specific international reporting standard, it states that the Sustainability Report must be prepared based on a standard that ensures comprehensibility, reliability, recognition, and transparency.
In this regard, the International Sustainability Standards Board (ISSB) of the International Financial Reporting Standards (IFRS) Foundation is recommended. Given the IFRS influence on financial reporting, this allows sustainability reports to be connected with financial statements and company accounting.
Is the Preparation and Submission of the Sustainability Report Mandatory?
Recently, the Superintendence of Companies issued External Circular 100-000002 on March 14, 2025, which established Report 08 - Sustainability Report and reiterated that the submission of this report remains voluntary. However, entities that voluntarily submit the report must do so within the deadlines specified in the circular, annually in July, based on the company’s last two NIT digits.
Nevertheless, given ongoing governmental efforts to fulfill Colombia’s international sustainability commitments, it is likely that the report's mandatory submission will be explicitly required in the near future.
Finally, sustainability reports have gained importance in recent years as they allow companies and stakeholders to understand the social and environmental impact of corporate activities. Public and transparent disclosure of a company’s sustainability performance can build trust, enhance reputation, and identify starting points for innovation.
Thus, we encourage you to consider implementing sustainability reports voluntarily and in advance. This proactive approach signals a positive commitment to responsible business practices, which may serve as a competitive advantage and attract investment.
About the Author
Andrea Sánchez is an Associate at Peña Mancero Abogados. Lawyer from Universidad Externado de Colombia with a specialization in Commercial Law and a Diploma in Real Estate Management from Pontificia Universidad Javeriana. With over seven years of experience in the legal field, she has focused her practice on Commercial, Corporate, and Financial Law, particularly in international transactions.
For inquiries, she can be reached at [email protected].