On February 2, 2016, Law 1778 of 2016 was issued, containing rules on liability of legal entities for the commission of transnational bribery as well as other provisions related with the fight against corruption (“Law 1778”). Law 1778 ascribes jurisdiction and faculties to the Superintendence of Companies (the “Superintendence”) in order to investigate and punish legal persons for acts of transnational bribery.
The Superintendence issued Circular No. 220-070406 on April 20, 2016 establishing (i) the scope of its jurisdiction under Law 1778, and (ii) the scope of application of Law 1778.
Jurisdiction of the Superintendence of Companies
The Superintendence refers to the internal forum and to the external forum regarding its jurisdiction and powers to investigate and punish all the prohibited acts contained in Law 1778. In particular, Article 3 of Law 1778 empowers the Superintendence to investigate and punish acts provided in Article 2 of Law 1778, such as: “give, offer or promise to a foreign public official, sums of money, anything of monetary value, or other utility benefit in exchange of performing, omitting or delaying any act related to the exercise of his/her functions and in connection with a business international transaction”.
The internal forum applies to the investigation and punishment of (i) a legal entity domiciled in Colombia, or (ii) Colombian subordinates and branches of foreign companies that incur in any act provided in article 2 of Law 1778 within the national territory.
The external forum applies to the investigation and punishment of a legal entity domiciled in Colombia which incurs in any act set out in article 2 of Law 1778, overseas or when such acts are executed by its subordinates and branches abroad with the consent of the headquarters.
The Superintendence also points out that given the transnational nature of a prohibited act, the Attorney General Office of Colombia will inform to the relevant foreign judicial and administrative authorities of any activity qualified as giving or offering bribes.