Legislative Decree 1418 of 2026: temporary corporate tools for companies affected by the earthquake

Key dates for your calendar

1. August 10, 2026

   The earthquake that gives rise to the emergency occurs.

2. August 19 and 31, 2026

   Decree 1261 declares a 30-day State of Emergency in 16 departments, and Decree 1348 amends it.

3. September 17, 2026

   Decree 1418 is issued and takes effect upon publication.

4. Close of fiscal year 2026

   The only opportunity to pay dividends in shares, quotas or partnership interests under the special regime.

5. August 19, 2027Deadline

   The one-year window to use the corporate tools and the special allocation of Chamber of Commerce resources expires. The term runs from the declaration of the emergency, not from the issuance of the decree.

What does the decree seek to achieve?

According to the Confecámaras report cited in the decree, as of August 25, 2026, 30,449 companies and productive units reported damage, and 40.4% were unable to operate. Against this backdrop, the decree seeks to allow affected companies to reorganize and raise capital quickly, without the procedures, authorizations and majorities of the ordinary regime.

Which municipalities does the decree apply to?

Municipalities located in the departments of Antioquia, Caldas, Cauca, Chocó, Quindío, Cundinamarca, Risaralda, Huila, Valle del Cauca, Tolima, Norte de Santander, Bolívar, Nariño, Sucre, Santander and Caquetá, and any added subsequently.

Who can use these tools?

Affected companies

Those that meet two conditions. First, having their principal place of business in a municipality within the territorial scope of Decree 1261 of 2026, or one added subsequently. Second, demonstrating direct damage to their economic activity, productive assets, commercial establishment, revenue, employment or operating capacity as a result of the earthquake, its aftershocks or its effects.

New companies

The flexible rules on subscription and payment of capital apply to companies incorporated within the territorial scope by affected individuals or legal entities.

How is the damage demonstrated?

Pending regulation

The Ministry of Commerce, Industry and Tourism, in coordination with the Superintendence of Companies, will regulate the means of proof and the procedure through a general administrative act.

Transitional regime

Until that regulation is issued, the damage is demonstrated before the relevant Chamber of Commerce. The company must prove the existence and nature of the economic or business damage and its impact on the continuity, operation or recovery of its productive activity.

No duplicate paperwork

Chambers of Commerce may not request documents they can obtain directly from public entities, and not initially appearing in an official registry does not prevent a company from demonstrating the damage by other verifiable means.

Which corporate tools does it enable?

Short-form mergerArt. 10

A company holding more than 90% of the capital of an S.A., Ltda. or S.A.S. may absorb it without going through the highest corporate body. A decision by the boards of directors or, where there are none, by the legal representatives is sufficient. Until now, this mechanism was only available when an S.A.S. was involved (art. 33 of Law 1258 of 2008).

Special sale of assetsArt. 11

The sale of assets, or of assets and liabilities as a block, representing 50% or more of net equity at the date of the sale may be approved at an extraordinary meeting of the highest corporate body, whose agenda must expressly include that decision together with the possibility of exercising the withdrawal right. It requires the majority set out in the bylaws for mergers; failing that, the statutory majority required to approve bylaw amendments for the relevant type of company; and failing both, the ordinary majority under article 68 of Law 222 of 1995.

As regards how the transaction is carried out, its completion, registration in the commercial registry, liabilities, effects, creditor objections and actions, among other matters, the merger rules in articles 172 et seq. of the Commercial Code apply.

Capital reductionArt. 12

A capital reduction with effective reimbursement of contributions does not require the prior authorization under article 145 of the Commercial Code. The legal representative must certify one of three situations: that the company has no external liabilities, that after the reduction its assets represent at least twice its external liabilities, or that creditors have accepted it in writing.

Where contributions are to be reimbursed in assets other than cash, the decision must be approved unanimously by the members of the highest corporate body.

New classes of sharesArt. 13

On a one-time basis, and following a bylaw amendment, the company may issue fixed-dividend shares and payment shares, among others, specifying their voting rights. Their creation requires the favorable vote of at least 70% of the subscribed shares.

Subscription and payment of capitalArt. 14

New companies may freely set in their bylaws the minimum percentages of capital to be subscribed and paid in. Outstanding instalments must be paid within five years from the subscription date.

Dividends in shares or quotasArt. 15

On a one-time basis, for the close of fiscal year 2026 and unless otherwise agreed, dividends may be paid in shares, quotas or partnership interests of the same company. The decision requires the vote of 50% plus one of the interests present at the meeting and is also binding on absent and dissenting shareholders.

Where a duly registered situation of control or business group exists, the paragraph of article 455 of the Commercial Code applies.

Issuance without pre-emptive rightsArt. 16

An issuance of ordinary shares may be placed without pre-emptive rights with the vote of 50% plus one of the shares present, unless the bylaws require a higher majority for this decision or for approving bylaw amendments. The proceeds may only be used to replace productive assets, fund working capital or restore operations; the price is set based on a technical valuation prepared by an independent third party, and the use of proceeds must be reported to the Superintendence of Companies within the following 3 months.

Points you may be interested in

Shareholder and creditor safeguards remain in place

The relaxed rules do not remove the protections of the ordinary regime. The short-form merger, the sale of assets that impairs the company's equity and the payment of dividends in shares give absent and dissenting shareholders a withdrawal right. In a short-form merger, the legal representatives must inform shareholders on the day of the decision, keep the documents available to them for 8 business days and publish the agreement for 30 days to allow judicial objection.

Securities issuers that sell assets also require prior authorization from the Financial Superintendence.

Payment shares: limits regarding employees

Where payment shares are used to settle labor obligations, the limits on in-kind payment under the Labor Code must be observed. Under no circumstances may they be used to pay wages or the non-waivable minimum social benefits, and the prior, express and written consent of each employee is required.

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