Decree 1418 of 2026: corporate tools after the earthquake

By: María Isabel Peláez

The earthquake of August 10, 2026 left thousands of companies with damage to their assets, revenue and operations. To ease their recovery, the Government issued Legislative Decree 1418 of September 17, 2026, which for one year relaxes rules of the Commercial Code and of Laws 222 of 1995 and 1258 of 2008 so that affected companies can restructure and raise capital more quickly.

Which companies can use these tools?

Those meeting two conditions: having their principal place of business in a municipality within one of the 16 departments covered by the emergency, such as Antioquia, Valle del Cauca, Caldas or Cundinamarca, and showing a direct impact on their activity, assets, revenue, employment or operating capacity caused by the earthquake. Companies domiciled elsewhere are excluded, even if they have establishments in the affected area.

How is the impact proven?

While the Ministry of Commerce, Industry and Tourism and the Superintendence of Companies regulate the means of proof, it is proven before the relevant Chamber of Commerce, which may not require documents it can consult directly with public entities.

What are the main tools?

1. Short-form merger: a company holding more than 90% of the capital of an S.A., Ltda. or S.A.S. may absorb it by decision of the boards of directors alone or, if there are none, of the legal representatives.
2. Sale of assets representing 50% or more of net equity, approved at an extraordinary meeting by the majority required for a merger.
3. Capital reduction with actual return of contributions without prior authorization, if the legal representative certifies that there are no external liabilities, that assets remain at least twice those liabilities, or that creditors accepted it in writing.
4. On a one-time basis, creation of fixed-dividend and payment shares, with the vote of 70% of the subscribed shares.
5. Payment of the 2026 dividend in shares, quotas or partnership interests, with 50% plus one of the interests present, unless otherwise agreed.
6. Issuance of ordinary shares without pre-emptive rights, with 50% plus one of the shares present, a price set by an independent appraiser, and proceeds used to restore operations.

Are shareholders' and creditors' safeguards lost?

No. The short-form merger, the sale of assets that impairs equity, and the payment of dividends in shares give absent and dissenting shareholders a withdrawal right, and creditors' publicity and opposition mechanisms remain in place.

Until when can they be used?

Until August 19, 2027, since the one-year period runs from the declaration of the emergency and not from the issuance of the decree.

The one-year period runs from the declaration of the emergency, not from the decree.

If your company was affected, we suggest gathering the supporting evidence of the impact now: records from disaster risk management authorities, evidence of damage, financial statements and lost revenue. Before calling the shareholders' meeting, review your bylaws: the dividend in shares does not apply if they provide otherwise, and statutory majorities prevail for the sale of assets and the issuance without pre-emptive rights. With that, assess which transactions suit you and plan them within the one-year period.

For a full analysis of the decree, see our newsletter on Legislative Decree 1418 of 2026 and the temporary corporate tools for companies affected by the earthquake.

Originally published in Spanish in the Consultorio section of Asuntos Legales on October 26, 2026.