Criminal Liability of Company Directors and Officers in Colombia
Can a Manager Go to Prison in Colombia?
Yes. Company directors and officers — including CEOs, legal representatives, and board members — can face criminal prosecution for conduct carried out in the exercise of their duties.
The principle of personal liability of the company officer is enshrined in Article 200 of the Colombian Commercial Code and is further complemented by the Colombian Criminal Code.
The Most Common Corporate Crimes
1. Corporate Fraud (Art. 250 of the Criminal Code) When a manager administers company assets for personal gain or to the detriment of the shareholders. Sentence: 2 to 8 years.
2. Breach of Trust (Art. 249 of the Criminal Code) Misappropriation of assets that were entrusted to the officer for a specific purpose. Applicable to managers who divert company funds. Sentence: 1 to 6 years.
3. Failure to Remit Withheld Contributions (Art. 402 of the Criminal Code) Deducting social security contributions from employees' wages but failing to transfer them to the relevant government entities. This is one of the most frequently prosecuted offenses. Sentence: 3 to 6 years.
4. Money Laundering (Art. 323 of the Criminal Code) When a company is used to give the appearance of legality to assets of illicit origin. Sentence: 10 to 30 years.
5. Fraudulent Conveyance (Art. 253 of the Criminal Code) Transferring or encumbering assets to evade the payment of legitimate obligations. Sentence: 1 to 5 years.
6. Criminal Tax Evasion (Law 1819 of 2016) Tax evasion exceeding 250 times the monthly minimum wage (SMMLV) may constitute a criminal offense under Colombian law. Sentence: 48 to 108 months.
Does the Corporate Veil Protect Shareholders?
Not always. The piercing of the corporate veil allows courts to hold shareholders and officers personally liable — including exposure of their personal assets — in cases of fraud, abuse of the corporate form, or commingling of assets.
Furthermore, Law 1258 of 2008 (the SAS Law, governing simplified share companies) expressly provides that shareholders who act to the detriment of third parties through abuse of the corporate legal personality shall be jointly and severally liable.
Criminal Liability of the Statutory Auditor (Revisor Fiscal)
The revisor fiscal (Colombia's mandatory statutory auditor for certain companies) may face criminal charges when they: - Certify false financial information - Fail to report irregularities that they had a legal duty to disclose - Actively participate in accounting fraud
Article 43 of Law 222 of 1995.
Early Warning Signs
The following conduct may trigger criminal investigations:
- Paying employees off the books ("under the table" payroll)
- Withholding employee contributions without remitting them to the relevant entities
- Commingling personal and corporate bank accounts
- Selling company assets at below-market prices
- Entering into contracts that benefit the officer at the expense of the company
What to Do If You Receive a Summons from the Fiscalía (Prosecutor's Office)
- Do not attend alone or without legal counsel — even if you are summoned as a witness
- Retain a defense attorney before making any statements — anything you say may be used against you
- Do not destroy documents — doing so will aggravate your legal situation
- Explore potential procedural benefits — such as the principle of prosecutorial discretion (principio de oportunidad) or a plea agreement (acuerdo de culpabilidad)
The Difference Between a Preliminary Investigation and a Formal Charge
- Preliminary Inquiry (Indagación): the Fiscalía gathers information. You are considered a "suspect" (indiciado) but have not been formally charged
- Formal Charge (Imputación): the Fiscalía formally brings charges against you. Statutory deadlines begin to run from this point
- Indictment (Acusación): the Fiscalía takes the case to trial
Have you received a summons from the Fiscalía, or do you believe your company may be facing criminal exposure? Acting promptly is essential. We can assess your situation in complete confidence.
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