Journal of Civil Law Studies


corporate law, model law, simplified corporations, har-monization, Columbian SAS, Organization of American States


Colombian Law 1258 of 2008 introduced the Simplified Corpo-ration (Sociedad por Acciones Simplificada or SAS). This type of business entity included modern corporate law features such as sim-plified incorporation proceedings, full-fledged limited liability for its shareholders, and broad freedom of contract for the definition of housekeeping and governance rules. It also reduced old-fashioned prohibitions pertaining to shareholders and managers activities and reduced transaction costs. The SAS’s “opt-in” approach also has allowed for private parties to draft the most suitable agreements. The enabling provisions of Law 1258 have been the starting point for the preparation of at least three Model Law proposals presented before the Organization of American States (OAS), the United Na-tions Commission for International Trade Law (UNCITRAL), and the Pacific Alliance.

Discussions on these draft legislative models have been under-way over the last few years at different bodies within these multina-tional organizations. Although some progress has been made in rec-ognizing the importance of providing some degree of harmonization in the field of closely held business enterprises, particularly in de-veloping jurisdictions, there are still significant obstacles that need to be surpassed before such model law is adopted. In June, 2017 the OAS General Assembly recommended to the Organization’s mem-ber States to adopt the Interamerican Model Law on Simplified Cor-porations. It is the first successful attempt for the international har-monization on the rules concerning business corporations.

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