The transaction reinforces IFC’s and Banco de Bogotá’s commitment to supporting sustainable economic growth in Colombia, enabling beneficiary companies to access long-term financing to modernize their productive processes, improve their energy and water efficiency, adopt more efficient technologies and strengthen their competitiveness.

Team:

Daniel Londoño Pinzón – Partner Banking, Finance and Capital Markets
Catalina Prieto Núñez – Senior Associate Banking, Finance and Capital Markets
Natalia Elena Soto Flórez – Junior Associate Banking, Finance and Capital Markets

The post Pérez-Llorca advises IFC on a USD 150 million financing for Banco de Bogota appeared first on Pérez-Llorca, Law Firm.

Team:

Ana Cristina Jaramillo Cuellar – Lead Partner
José Luis Suarez – M&A Partner
Alejandro Sanabria – Tax Partner
Mauricio Piñeros – Tax Partner
Patricia Arrazola – Energy and Natural Resources Partner
Mauricio Jaramillo – Antitrust Partner
Daniel Londoño – Finance Partner
Catalina Prieto – Finance Senior Associate
Isabella Rivera –  Tax Associate
Sara Ferrer – Finance Associate
Nasif Hamed – M&A Partner Spain
Alvaro Rueda – M&A Senior Associate
Tobías Kálnay – M&A Senior Associate Spain
Laura Garcia – Energy and Natural Resources Associate
Juan Manuel Ronderos – M&A Associate
María Alejandra Gómez  – M&A Associate

The post Pérez-Llorca advises Promigas on the acquisition of Zelestra’s regional renewable energy platform appeared first on Pérez-Llorca, Law Firm.

• Decree 510 adds a new Title 5 to Decree 2555 of 2010, creating a dedicated regulatory framework for fiduciary business in Colombia.
• The decree introduces the concept of “Fiduciary Service” and distinguishes fiduciary risks from non-fiduciary risks.
• Fiduciary firms (sociedades fiduciarias) must strengthen information, risk-management, reporting, conflict-of-interest, and contract-governance processes.
• Contracts must now include detailed provisions on information recipients, joint information mechanisms, risk matrices, valuation, investment results, use of fiduciary name, liquidation, and technical control mechanisms.
• Existing fiduciary businesses continue to be governed by the rules in force when they were entered into, while the SFC must issue implementing instructions within 12 months.

Introduction and Background

On May 19, 2026, Colombia issued Decree 510 of 2026, which amends Decree 2555 of 2010 by adding a new regulatory title governing fiduciary businesses. The decree aims to strengthen consumer protection, transparency, legal certainty, and risk management in the fiduciary sector, which the government identifies as a key part of Colombia’s financial system and project-finance ecosystem.

Key Provisions

Scope and Core Definitions:

The decree applies to acts arising from fiducia mercantil and encargo fiduciario contracts entered into by fiduciary companies in connection with their authorized fiduciary activities. It defines “Negocio Fiduciario,” “Servicio Fiduciario,” “Fiducia Mercantil,” “Encargo Fiduciario,” “Riesgos Fiduciarios,” and “Riesgos no Fiduciarios.”

The introduction of “Servicio Fiduciario” is important because it frames the fiduciary company’s responsibility around the service it undertakes to provide under the contract, rather than treating all project-related risks as fiduciary risks.

New Guiding Principles:

The decree establishes five principles: segregation, professionalism, prevalence of the interests of the fiduciary business, prevention, and transparency. Fiduciary firms must have technical, legal, and technological capabilities to perform their contractual obligations diligently.

Duties of Fiduciary Companies:

Fiduciary companies must act with professional diligence, keep financial consumers informed, provide information to contractually defined recipients, render accounts, manage fiduciary risks, protect transferred or delivered assets, seek best execution in asset sales or acquisitions where applicable, and maintain conflict-of-interest policies.

Information and Digital Channels:

The decree expressly permits a joint information mechanism, including digital channels, provided the information is easy to access and preserves security and integrity. Information must remain available and be sufficient, true, clear, timely, and understandable.

Risk Matrices:

Contracts must include a risk matrix identifying fiduciary risks managed by the fiduciary and non-fiduciary risks identified by the fideicomitente or encargante. The SFC will determine the update frequency and the events that trigger communication of the matrix to information recipients.

Real Estate Fiduciary Business:

For fiduciary businesses used in real estate projects, fiduciary firms must verify that the fideicomitente or encargante has an interventoría mechanism for the project. The decree clarifies that the interventor’s relationship is with the fideicomitente, encargante, or developer, and that the interventor’s functions do not form part of the fiduciary service or fiduciary contract.

Contract Approval and Reporting:

Standard-form and mass-service fiduciary contracts must be evaluated by the SFC before execution, with the purpose of protecting consumers and preventing abusive clauses. Fiduciary firms must also report the classification and typologies of fiduciary businesses to the SFC.

Types of Fiduciary Business:

The decree recognizes five types: fiducia en garantía, fiducia de administración, fiducia de inversión, fiducia inmobiliaria, and fiducia with social security system resources or related resources.

Implications for Clients:

Fiduciary companies should update contract templates, disclosure procedures, risk-management policies, conflict-of-interest rules, digital information channels, and reporting systems. Real estate developers and project sponsors should prepare clearer documentation on project controls, interventoría, non-fiduciary risks, construction status, financing sources, and investor-facing information. Fund managers, private credit funds, and structured finance providers should review whether existing trust structures allocate fiduciary and non-fiduciary risks clearly and whether valuation, investment-result disclosures, and information rights are sufficiently documented.

Next Steps:

Clients should begin a gap analysis against Decree 510, prioritize updates to new contracts, and monitor the SFC’s implementing instructions, which must be issued within 12 months of the decree’s entry into force. Existing fiduciary businesses remain governed by the rules in effect when executed, but new structures should be designed with the decree’s requirements in mind.

If you have any questions, contact us.

The post Colombia issues Decree 510 of 2026 establishing a new framework for Fiduciary Business appeared first on Pérez-Llorca, Law Firm.

What did the Council of State decide?

• Ordered a partial suspension of the decree, specifically concerning the immediate transfer of funds from AFPs to Colpensiones for non-pensioned affiliates.
• The suspension mainly affects Chapter 5, which regulated such transfers.

Why was the decree partially suspended?

The court found preliminary indications that the decree

• May have exceeded regulatory powers by advancing the timing of resource transfers without sufficient legal basis.
• Could contradict prior regulations requiring transfers only upon pension entitlement consolidation.
• Might affect legal certainty and legitimate expectations of affiliates.

Considerations:

• The measure was granted under an urgent procedure, due to the short deadlines imposed by the decree (20 and 10 days).
• The court considered that implementation could lead to potentially irreversible effects.
• The aim is to preserve the status quo, keeping resources under AFP administration until a final ruling or pension consolidation occurs.

Relevance:

• Temporarily halts the mass transfer of pension funds.
• Reinforces judicial oversight over regulatory authority.

Scope of the suspension:

• The decree is not fully suspended.
• The measure applies only to affiliates without consolidated pension rights.
• Provisions concerning pensioned affiliates remain in force at this stage.

Validity: The suspension is temporary, pending a final decision on the nullity action.

The post Council of State pauses Decree 0415 pension fund transfers appeared first on Pérez-Llorca, Law Firm.

1. Express guiding principles

Four guiding principles for OPAs are established: irrevocability, equal treatment, disclosure of clear, complete, and accurate information, and free participation and competition so that the price reflects the highest value investors are willing to pay.

2. 9-month restriction between OPAs

Once at least one security has been awarded in an OPA, neither the offeror, nor its beneficial owners, nor those acting in agreement with them may launch a new OPA (whether mandatory or voluntary) for the same securities for a period of 9 months.

3. Voluntary OPA – standalone chapter

Voluntary OPAs may be launched not only for voting capital but also for preferred shares, privileged shares, and variable-income securities representing the capital of issuers.

4. Supervening OPA – enhanced regime

Any beneficial owner shall be required to launch an OPA if, as a result of a merger, spin-off, or any corporate reorganization —including with unlisted or foreign entities— a single beneficial owner exceeds the mandatory OPA thresholds with respect to a listed company. In such case, the beneficial owner has 3 months to launch the OPA for the company’s shares. This obligation is expressly extended to any corporate reorganization process.

5. Competing offers – robust regime

Competing offers may be submitted from the day following the first notice of the preceding OPA and up to 2 days before the deadline for receipt of acceptances. To qualify as a “better” offer, the competing bid must exceed the price or the number of securities by at least 3%, or have a lower minimum condition for payment in securities.

6. Board of directors’ opinion

The board of directors of the target issuer may prepare or commission a report containing observations for or against the OPA and its opinion on the offeror’s intentions. Such report must be disclosed as material information and published on the issuer’s website.

7. Issuer neutrality – exceptions to promote competition

The target issuer of an OPA must, during the process, refrain from taking any action that may hinder or interfere with its development. Excepted from this obligation are actions by the issuer’s shareholders aimed at promoting a competing offer or an improvement to the pending OPA, as well as the board opinion.

The post New tender offer regulation: How corporate control in the stock market is changing appeared first on Pérez-Llorca, Law Firm.

The post Colombia issues Open Finance Decree and narrows the scope of the original proposal appeared first on Pérez-Llorca, Law Firm.

• Individuals affiliated with RAIS who have at least 750 weeks of contributions (women) or 900 weeks (men), and less than 10 years to consolidate their pension rights.
• Allows voluntary transfer to the most favorable regime, after receiving double advisory.

What does it regulate?

• Establishes the procedure and deadlines for transferring accumulated resources from individual accounts of affiliates moving to Colpensiones.
• The transfer includes both the capital and financial returns generated up to the date of transfer.
• Resources may be in cash, TES class B, and other debt securities permitted by Colpensiones’ investment regime.

Deadlines:

• For those who have not consolidated their pension rights: AFPs must transfer 50% of the resources within 20 days and the remaining 50% within the next 10 days.
• For those who have already consolidated their pension rights: AFPs must transfer all resources within 15 days.

Importance:

• Ensures the financial sustainability of the pension system and protects affiliates’ rights.
• Allows affiliates to receive all economic benefits under Colpensiones’ solidarity scheme.

Supervision: The Financial Superintendence of Colombia will strictly monitor compliance with these transfers.

Validity: The decree is effective from its publication and repeals any previous provisions that contradict it.

The post Changes in the pension system: Rules for transferring from RAIS to Colpensiones appeared first on Pérez-Llorca, Law Firm.

Team:

Ricardo Fandiño de la Calle – Partner Banking, Finance and Capital Markets
Mauricio Piñeros – Partner Tax
Paola Valderrama Ortiz – Partner Corporate. Mergers and Acquisitions
Catalina Prieto – Senior Associate Banking, Finance and Capital Markets
Andrés Eduardo Gómez – Associate Banking, Finance and Capital Markets

The post Grupo Nutresa’s International Issuance Strengthens Its Capital Structure appeared first on Pérez-Llorca, Law Firm.

The post Doing Business in Colombia 2026 Edition appeared first on Pérez-Llorca, Law Firm.

Our advice enabled Grupo Pegasus to expand and reorganize its provision of services for older adults in Colombia, thereby consolidating its position as one of the leading reference providers for the care of this growing and important segment of the population in the country.

Team:

Daniel Londoño – Partner Banking, Finance and Capital Markets

Laura Lucía Martínez – Associate Banking, Finance and Capital Markets

Santiago Parra – Associate Banking, Finance and Capital Markets

The post Pérez-Llorca advises Grupo Pegasus on COP 150 billion refinancing for its Senior Living platform appeared first on Pérez-Llorca, Law Firm.