Disputes over profits and dividends between partners in Colombia: how to claim what was agreed upon and defend the distribution

Introduction: “They didn’t pay me what we agreed on”

Disputes over profits or dividends often erupt after a shareholders’ meeting or board meeting: the minutes say one thing, the cash flow statement another, and the shareholders interpret the agreement from different perspectives. The result: tensions, deadlocks, and the risk of lawsuits for challenging corporate decisions or for abuse of majority power.
In my practice, the first step is to defuse the situation and organize the evidence: minutes, financial statements, meeting notices, quorum records, voting majorities, and communications. With a methodical approach, these cases can be prevented or corrected in a timely manner.

1) When does the conflict begin? Typical signs

Red signals

• Minutes approved with doubts about quorum, majorities or wording of the distribution point.

• Distribution project without support in audited financial statements or without mandatory reserves.

• Selective dividend payments (to some partners yes, to others no) or on terms different from what was agreed.

• Lack of a dividend policy or silence from the shareholders’ agreement in the face of liquidity scenarios.

Minimum legality checklist

1. Proper notice (deadlines, clear agenda, annexes).
2. Quorum and majorities required by statutes/law.
3. Financial statements closed and approved, with a distribution plan that meets reserve requirements.
4. Minutes signed and registered where appropriate; clear text on amount, form of payment (cash/in kind) and schedule.

In my experience, when I review a dividend dispute, I begin by auditing the minutes and the notice of the meeting. If the procedure is weak, the dispute is won through procedural means rather than on the merits.

2) Before filing a lawsuit: conciliation and practical agreements

Why start with work-life balance?

• It suspends tensions, interrupts deadlines for lawsuits, and opens space for cash agreements (staggered payments, compensation, buyback of shares).

• It can be processed through conciliation centers, notary offices or the Superintendency of Companies (when it is competent).

Useful agreements I have implemented

• Payment schedules linked to cash milestones (e.g., key collections).

• Mixed dividends (part in cash, part in kind or in offsetting accounts).

• Accounting adjustments and subsequent disclosures to clarify reserves.

• No-litigation clauses if the schedule is met.

I usually exhaust conciliation first: in many cases it saves the business relationship and speeds up payment without going through a long lawsuit.

3) Challenging assembly/board decisions: deadline, those entitled to do so and competent judge

When is it appropriate to file an appeal?

• When the decision on profits violates the law, the statutes, the social interest or the rights of the partners (e.g., distribution without complying with reserves or with defects in the convocation/quorum).

Indicative timeline

• Day 0: Approval of profits.

• Day 1–60: window to challenge (the attempt at conciliation interrupts this term).

• Precautionary measures: in cases of serious harm, suspension of the effects of the distribution can be requested while the merits are decided (usually with a guarantee).

• Jurisdictional route: Superintendence of Companies (jurisdictional delegation) or civil judge, as the case may be.

• Possible outcome: annulment/modification of the decision, new allocation or compensation for damages.

Who can appeal?

• Absent or dissenting partners, administrators and, in certain cases, the statutory auditor.

When a minority shareholder fears that the payment will exclude them or dilute their rights, I prepare the precautionary measure of suspending the distribution; if the judge grants it, we stop the damages until the lawsuit is decided.

4) Key evidence to win (or defend) the case

In practice, setting up a data room from day one improves defense and reduces the risk of unfavorable measures.

5) Abuse of majority vs. social interest: how to identify it (checklist)

• Did the majority approve a distribution contrary to statutes or law (minimum reserves, debt limits)?

• Are certain partners or administrators being given preferential treatment with different payment terms without justification?

• Does the decision result in excessive capital depletion and jeopardize operational continuity?

• Were material information (relevant contracts, contingencies, deteriorations) concealed?

• Was information denied to minorities before voting?

If several answers are “yes”, there is room to challenge or negotiate corrections (new distribution, reserves, staggered payments).

I have seen arguments resolve themselves when the majority accepts additional disclosures and adjusts the payment schedule; many times it is not bad faith, but misalignment with cash reality.

6) Lasting solutions: dividend policy and shareholders’ agreement

Dividend policy (3–5 pages)

• Distribution formula (e.g., ≥X% of distributable profits except for approved investment).

• Statutory reserves and rules for distribution in kind.

• Typical calendar and treatment of preferred dividends (if any).

• Liquidity and debt criteria to enable payment.

Partners’ agreement (key clauses)

• Aligned vote on matters of profits and capitalizations.

• Mechanisms for resolving ties and deadlocks.

• Ordered exits (buy shares, tag/drag).

• Arbitration or preferred venue for disputes.

After closing a case, I leave a dividend policy and an addendum to the shareholders’ agreement: they reduce ambiguity and the costs of future litigation.

7) Typical cases and lessons learned (anonymous)

• Selective payment: majority proposes paying members A and B first “out of necessity.” A proportional payment schedule is negotiated, avoiding challenges. Lesson learned: objective cash flow rules.

• Accounting profit without liquidity: a distribution was approved that left the company without working capital. Reserves and deferred payments were agreed upon. Lesson learned: distinguish between profit and liquidity.

• Confusing document: ambiguous text regarding payment method. Clarification/correction is requested to avoid litigation. Lesson learned: drafting and attachments are part of the “key evidence”.

8) How we can assist you (via the Superintendency of Companies or a civil judge)

• Express audit of meeting notices, minutes and financial statements.

• Strategic reconciliation and design of payment agreements or distribution adjustments.

• Appeal with request for precautionary measures when there is a risk of harm.

• Implementation of dividend policy and updating of the shareholders’ agreement.

• Support throughout the entire process, safeguarding social interests and business continuity.

If you’ve just left an assembly and saw “red flags,” write to us. Every day counts in preserving your rights and reducing the costs of conflict.

Conclusion

Disputes over profits and dividends shouldn’t destroy value: with proper procedure and sound financial basis, most disputes are resolved without lengthy litigation. If tensions already exist, mediating intelligently and, if necessary, challenging the situation promptly is the best way to protect your investment and the company’s financial health.

FAQs

Can I challenge the distribution decision? Yes, when it contravenes the law, bylaws, or the company’s best interests; the deadline is short (measured in months, not years).
Can I stop the payment while I file a lawsuit? In cases of serious harm, a stay with a bond can be requested.
Is it mandatory to reach a settlement before filing a lawsuit? Not always, but it is highly recommended: it opens the door to agreements and streamlines the process.
What carries more weight as evidence? Clear minutes, approved financial statements, and the traceability of the decision.
Is a dividend policy useful? Yes, it avoids misinterpretations and reduces litigation.