Written opinion on whether your company must have a SAGRILAFT and a PTEE

The question to answer before spending a peso

Many companies commission a SAGRILAFT implementation without having checked whether they are covered at all, and just as many discover late that they had been covered for two financial years. Both situations cost money. This service exists to close that question with a written document that management can take to the board and keep as support for whatever decision it makes.

Why the answer does not depend on size alone

The Basic Legal Circular of the Superintendence of Companies combines two different criteria. On one side, asset or revenue thresholds measured in minimum wages and tied to a specific accounting cut-off. On the other, a list of sectors that are covered regardless of size. A small company can be fully covered because of its activity, and a large one can fall under a minimum-measures regime. Those thresholds and that list have also been amended across versions of the circular: a conclusion that was right three years ago may be wrong today, which is why what has already been reviewed sometimes has to be reviewed again.

What we review

• Figures for the relevant cut-off. The financial statements for the year the rule uses as its reference, not those of the latest month available.
• Corporate purpose and actual activity. What the certificate of incorporation says and what the company in fact does and invoices, which do not always coincide.
• Sectors covered with no threshold. Professional services, real estate activities, trade in precious metals and stones and the other activities the circular treats separately.
• Applicable regime. Whether the company falls under the general regime, under a minimum-measures regime, or outside the scope altogether.
• The point from which the duty runs and what should have been in place on that date.
• Group structure. Subsidiaries and vehicles that may be covered on their own account.

The PTEE is assessed separately

The SAGRILAFT and the PTEE address different risks and have different coverage tests. A company can be required to have one and not the other. We separate the two questions within the same opinion, because the scope and the cost of everything that follows depend on that distinction. The PTEE analysis turns on exposure to public procurement, international activity and the use of agents or intermediaries, alongside the administrative liability framework for transnational bribery under Law 1778 of 2016.

Corporate groups

Within a group the analysis is done company by company. It is common to find that the parent is not covered while an operating subsidiary is, or that two companies in the same group fall under different regimes. Where that happens, we set out what can be shared between them —criteria, tools, training— and what has to exist separately, with its own manual and its own approval.

What the client receives

• A written opinion, addressed to management, answering whether the company is covered, under which regime and since when.
• The detail of the criteria and the calculation used, so the conclusion can be reviewed and defended before a third party.
• A list of what the company should have adopted, with the current status of each item.
• Where the answer is that the company is not covered, we say so in writing too, noting when it is worth checking again. That closes the matter and nothing further needs to be engaged.

Typical situations we handle

• The company has grown and suspects it crossed the thresholds, but nobody has run the numbers.
• An institutional customer, a bank or a supply chain has asked it to evidence a SAGRILAFT and it does not know whether the duty applies.
• An investor or a buyer asks about the programme during due diligence.
• The company has received a communication from the Superintendence and needs to know where it stands before replying.
• The group wants to settle once and for all which company is required to have what.