“DICTATING LIABILITY PROVISIONS OF LEGAL ENTITIES ON THE GROUNDS OF TRANSNATIONAL CORRUPTION ACTS AND OTHER PROVISIONS ON THE FIGHT AGAINST CORRUPTION”

COLOMBIAN CONGRESS

HEREBY DECREES:

CHAPTER I

Administrative liability of legal entities on the grounds of foreigners public servants bribery in the context of international commercial transactions.

ARTICLE 10 • Principles of administrative acts. Business Superintendence must interpret and apply all provisions regulating administrative acts and procedures established in this law, regarding constitutional principles, in the first part of the 1437 2011 Law and, especially, principles of due process, equality, impartiality, pressumption of innocence, proportionality of penalties, legal certainty, good faith, morality, participation, responsibility, transparency, publicity, coordination, effectiveness, economy and celerity…

You can also download the complete law in PDF format Here

In order to issuing the crime prevention model adoption and implementation certificate, certifying entities must be registered in the Crime Prevention Model Certifying Entities Register, which is maintained by this Superintendence, and they must meet every instruction contained on this General Rule.

Interested entity must act as a Certifying one, submitting a registration request before this Service, through a letter properly signed by its legal representatives, along with the required data and a sworn statement also signed by those people, which puts on the record that the submitted information is truthful and credible.

Once the entity attests the fulfillment of the required conditions, through the proper data, Superintendence will proceed to register it in the aforementioned Crime Prevention Model Certifying Entities Register, submitting a certificate with number and date.

Registration will remain valid as long as the company fulfills the legally established requirements. Otherwise, this Superintendence will be able to cancel such registration.

That is though without prejudice of a voluntary request from the certifying company in order to cancel its registration.

Since said cancellation date, whether voluntary or not, entity won’t be able to act as a certifying company.

Only risk agencies, registered external companies and societies established in Chile with the 50% or more of their estate belonging to their senior partners or any person in charge of directing the certification process or certificates subscription will be able to request their registration in Crime Prevention Model Certifying Entities Register.

For the purposes of this Law, senior partners are understood as natural persons or legal entities, whether national or foreigners, individually owning at least 10% of social rights ; also, as part of their line of work, this for legal entities only, they must perform risk classification, external auditing, prevention models certification or model implementation advising activities.

Entities who request their registration must provide the following documents:

 REQUESTER REPORT

1. Entity’s identification

a) Name and Unique Tax Number Register;

b) Head office’s address, phone number, and fax if it applies;

c) Name and e-mail to communicating with the Superintendence.

d) Web page, if it applies;

e) Name and identity card of legal representative(s);

2. Establishment information

a) Place, date and notary of the establishment deed along with its current modifications;

b) Registration of the excerpt at the Commerce Registry, along with its publication in the Official Journal;

c) It must provide a copy of the establishment deed, and of the modification deeds, if it applies, along with pertinent registrations and publications, also there must be presented a good standing certificate with its marginal notes, not older than 30 days;

3. Main partners information

a) Full or brand name, whether it is a natural personal or a legal entity;

b) Identity card or Unique Tax Number Registry;

c) Occupation and nationality, or line of work in case of legal entities;

d) Participation percentages of each main partner. In case main partners are natural persons, there must be provided:

e) Individual sworn statement saying the person referred in previous letter a) have at least 5 years of work experience in charges or activities that requires knowledge regarding risk management, processes assesments or related controls, or with the legal framework and applicable regulation to the crimes laid down in N. 20.393 Law;

f) Individual sworn statement saying the person has not been condemned nor accused for any crime, committed in Chile or abroad, against third parties or public trust, also nor convicted in Chile or abroad for felony;

g) Individual sworn statement saying its registration in Crime Prevention Models Certifying Entities, Brokers, Security Dealers, Products Brokers, External Auditing Companies, Risk Agencies, External Auditors and Accounts Inspector, maintained by this Superintendence, has not been cancelled as a consequence of breaching legal provisions intended to regulate those entities, either directly as a partner, director, manager or administrator of the legal entity whose registration was cancelled.

Main partners of legal entities must provide the establishment information of those, according to number 2 of this Section along with required documents in previous letters e), f) and g), to the main partners, natural person, of those.

If the applicant entity has foreign main partners, it must provide documentation in equivalence to a Chilean natural person or legal entity, as the case may be.

4. Internal Regulation

a) Sworn statement saying the entity fulfills internal regulation established on section IV of the present rule.

5. External Auditing Companies and Risk Agencies

Registered external auditing companies and risk agencies who are requesting their registration on the aforementioned Registry, whether for deliver crime prevention models certifications or as main partners of a requesting business, must just appoint registration number in their application form instead of required information on numbers 1, 2 and 3, except for letter f) and g) of previous number 3, that must be provided.

“DICTATING LIABILITY PROVISIONS OF LEGAL ENTITIES ON THE GROUNDS OF TRANSNATIONAL CORRUPTION ACTS AND OTHER PROVISIONS ON THE FIGHT AGAINST CORRUPTION”

COLOMBIAN CONGRESS

HEREBY DECREES:

CHAPTER I

Administrative liability of legal entities on the grounds of foreigners public servants bribery in the context of international commercial transactions.

ARTICLE 10 • Principles of administrative acts. Business Superintendence must interpret and apply all provisions regulating administrative acts and procedures established in this law, regarding constitutional principles, in the first part of the 1437 2011 Law and, especially, principles of due process, equality, impartiality, pressumption of innocence, proportionality of penalties, legal certainty, good faith, morality, participation, responsibility, transparency, publicity, coordination, effectiveness, economy and celerity…

You can also download the complete law in PDF format Here.

Certifying entities won’t be able to deliver certification services mentioned by letter b) of number 4), of article 4° of N°20.393 Law, to the following legal entities:

a) To the same legal entity, or any related entity, previously advised on terms of design or implementation of its crime prevention model.

b) To the legal entities under the umbrella of the corporate group of the abovementioned previously advised person.

c) To the legal entities under the umbrella of the corporate group to which the certifying company belongs.

Corporate group and related entity concepts are defined on articles 96 and 100 of the Stock Market Law.

Certifying entities, before starting their own activities, must develop an internal regulation, properly approved by the entity’s superior administration. This must contain at least:

Identification of all people in charge of elaboration, approval and maintenance of the rules contained in the internal regulation.

Identification of all people in charge of internal regulation compliance supervision.

Rules, policies and procedure regulating those who perform certifications, ensuring proper deliverance of such duties.

Rules, policies and procedure regulating potential conflicts of interest that might arise from any service or activities by the entity or by its staff, that could affect their objectivity or the quality in the assesment or certification of its clients.

Legal entities applicable methodology, to determine if their implemented models fulfill in all its significant aspects the established requirements on numbers 1), 2) and 3) of article 4° of N. 20.393 Law, regarding situation, size, line of work, income level and complexity of everyone of them.

Rules, policies and procedures intended for the entity, its partners and staff to comply these legal provisions.

This regulation must be updated at all times and available to any authority who requires it, along to their clients, putting that on record in the respective delivery of services contract.

Regulation available to the clients must contain a general overview of the applicable methodology, instead of a detailed overview which must have an internal regulation.

The certificate will be submitted by certifying companies and it must contain at least:

Issuing date

Validity period, certifying company’s opinion on the reasonableness about a new declaration on the existence and implementation of the crime prevention model, all of this to verify that it contains in all its relevant aspects the requirements that have been established on numbers 1), 2) and 3) of article 4° of 20.393 Law, regarding situation, size, line of work, income level and complexity of the legal entity. Anyway, this validity period cannot exceed 2 years, and in any case it can be subsumed into certifying services provision contract established conditions.

Brand name, Unique Tax Number Register and registration number in the Crime Prevention Model Certifying Companies Register, of the certifying company.

Brand name and Unique Tax Number Registration of the soon-to-be-certified legal entity.

That the legal entity has a crime prevention model, and this is implemented and contains all established requirements on numbers 1), 2) and 3) of article 4° of 20.393 Law, regarding situation, size, line of work, income level and complexity of the entity, according to letter b) of number 4) of said article.

Full name and identity card number of the certificate’s signer.

Full name and identity card number of people in charge of the certification process’ direction.

Full name and identity card number of people in charge of evaluating the crime prevention model.

Acknowledgement of the fact that the issuing certificate company, or any related other, has not adviced to the legal entity that’s being certified or any related corporate group, for purposes of design or implementation of its crime prevention model.

Acknowledgmente of the fact the the submitting entity does not belong to the corporate group of the certified legal entity.

Certificate must be issued on physical or electronic means, ensuring its credibility and integrity, for at least a 10 years term since the issuing.

Certifying entities must fulfill the following instructions:

1. Certification Report.

Each issued certificate must be accompanied by a report, which is intended to inform of the activities performed on the legal entity in order to ascertain the crime prevention model existence, implementation and performance in all its relevant aspects about established requirements consigned on numbers 1), 2) y 3) of article 4° of the 20.393 Law, regarding the situation, size, line of work, income level and complexity of the legal entity. The aformentioned report must include, at least, an overview of the work plan tjat has been carried out by the certifying company according to its methodology, and it also must present all examined considerations for issuing said certificate.

This report must be properly preserved, ensuring its fidelity and integrity for at least 10 years from the date of issuing of the certifcate.

2. Information about certified legal entities

Certifying entities must submit to the Superintendence all annual information about certifies legal entities jurídicas, which must include at least the identification and validity certificate period.

This information must be referred to the previous calendar year and its submission to this Service must be performed not later than March 31 each year.

3. Documents preservation

All support documentation regarding the certification process must be preserved and storaged by the certifying entity on appropriate means, ensuring its fidelity and integrity, for at least 10 years since the certificate issuing date.

4. Internet information submission

Once the certificate has been issued, attesting the entity’s incorporation to the Crime Prevention Model Certifying Entities Register, it must follow the instructions containd in the 117 General Rule or any legal body that could modify it or replace it, in order to enable user’s accounts of the “Online Submission of Information System” (SEIL) of this Superintendence, electronically submitting all updating data referred on final paragraph of Section II and the annual information, previously spelled out on number 2 of this section.

Provisions contained in this General Rule apply from this very date.