La responsabilidad de los administradores en Colombia : un análisis sobre la conveniencia de la regulación actual en materia de responsabilidad de los administradores en el derecho societario colombiano

Abstract

Currently in Colombia, the responsibility of the managers is regulated by the Law 222 of 1995. Inside this Law, the regulations transform form an only Roman-Germanic tendency to a regulation with also Anglo-Saxon concepts included in corporate law. Through this Law the Congress determined how the special regime of responsibility on managers of companies is going to operate. Although, it has been identified that in commercial matters, a regulation derived principally from Anglo-Saxon Law could bring more benefits to the economy and merchants, because this could bring a better harmony between normativity and reality. Having said that, there was a project of law that proposed a new regulation of the special regime of the managers, using laws form USA to use as a guide. This project wasn’t successful in the Congress, but the high courts have used principles from Delaware Laws to decide in cases where they wanted to identify if there was responsibility from the managers of companies. Having said this, a discussion begins on this matter, analyzing if the current law on the special regime of responsibility of the managers should or shouldn’t have a reform or a modification. We proceed to make an analysis on the current situation and afterwards determine what could be a personal recommendation that could be proposed for this matter.