In Colombia, legal action against resolutions of the annual shareholders’ meeting can be pursued through specialized corporate jurisdiction, ordinary courts, or arbitration. The choice of forum depends on factors including the shareholders’ agreement as stipulated in the bylaws and the nature of the dispute. It’s essential to carefully analyze the circumstances of each case to prevent any lapses that could impact shareholders.
Recently, the Superintendency of Corporations, a specialized court in corporate and shareholder litigation, rejected a lawsuit due to the statute of limitations because the plaintiff opted not to pay the arbitration costs agreed upon by the shareholders in the bylaws, attempting to access local courts while avoiding arbitration expenses.
The Superintendency emphasized that the termination of the arbitration proceeding due to non-payment does not suspend the statute of limitations for filing the claim, which is 2 months from the shareholders’ meeting.
This decision underscores the importance of the dispute resolution mechanisms outlined in the bylaws. Once the forum is selected, shareholders must recognize that payment of costs for mechanisms such as arbitration is necessary for resolving disputes, and these costs may be reclaimed later. Opting out of arbitration to access another jurisdiction can have immediate consequences for dissenting shareholders’ rights, validating decisions made at the annual meeting due to the limited time available for challenging them.
