Creditor Acceptance of Reorganization Agreement Colombia

A Creditor Reorganization Agreement Acceptance (Acuerdo de Reorganización — Aceptación del Acreedor) in Colombia is the formal document by which a recognized creditor in an insolvency reorganization proceeding under Ley 1116 de 2006 records their affirmative vote on the reorganization plan proposed by the debtor and the court-appointed promotor, accepting the new collectively negotiated payment conditions. Ley 1116 de 2006 — the Colombian Business Insolvency Regime in force since June 28, 2007 — establishes the reorganization proceeding (proceso de reorganización) as the primary mechanism for rescuing financially distressed businesses while protecting the legitimate interests of creditors.

The reorganization proceeding under Ley 1116 de 2006 is administered by the Superintendencia de Sociedades when the debtor is a commercial company, and by the Juzgado Civil del Circuito when the debtor is a natural person merchant (comerciante persona natural) or a civil entity. The insolvency judge (juez del concurso) oversees the recognition of creditors' claims, the appointment and supervision of the promotor, and the approval of the reorganization agreement (acuerdo de reorganización). Once the promotor presents the reorganization plan to recognized creditors under Article 27 of Ley 1116 de 2006, each creditor must cast their vote within the term set by the court.

Article 29 of Ley 1116 de 2006 establishes the voting majorities required for the reorganization agreement to be approved: an absolute majority of creditors by number and by total claim value. Creditors are grouped into voting classes based on the nature of their claims: secured creditors (acreedores con garantías reales) holding mortgage (hipoteca) or pledge (prenda) security; labor creditors (acreedores laborales); tax creditors (DIAN, UGPP, entidades territoriales); financial creditors (bancos, corporaciones financieras); and unsecured commercial creditors (acreedores quirografarios). The creditor acceptance document formally records the creditor's favorable vote and their acceptance of the modified payment terms that will bind all creditors once the agreement is confirmed by the court.

Decreto 1749 de 2011 regulates the administrative procedures for insolvency proceedings before the Superintendencia de Sociedades, including the requirements for creditor participation and voting. The Código General del Proceso (CGP — Ley 1564 de 2012) applies subsidiarily to insolvency proceedings in matters of procedure and evidence not specifically covered by Ley 1116 de 2006. The Corte Constitucional has confirmed the constitutionality of the collective binding effect of approved reorganization agreements in Sentencia C-527 de 2013, holding that the impairment of dissenting creditors' rights is justified by the overriding public interest in preserving viable enterprises and protecting employment.

Once the reorganization agreement is confirmed by the Superintendencia de Sociedades or the Juzgado Civil del Circuito, it binds all recognized creditors — including those who voted against it or abstained — under Article 35 of Ley 1116 de 2006. The confirmed agreement modifies the original credit terms (reducing interest rates, extending payment terms, accepting partial principal reductions) and creates a new payment schedule that the debtor must comply with strictly. The creditor acceptance document is therefore the key instrument through which a supporting creditor formally endorses the plan and participates in the collective rescue of the distressed business.

The Creditor Reorganization Agreement Acceptance document is required in several specific scenarios of the Colombian insolvency proceeding under Ley 1116 de 2006.

Voting on the reorganization agreement: Once the promotor presents the draft reorganization agreement to recognized creditors under Article 27 of Ley 1116 de 2006, each creditor must record their vote within the hearing term set by the insolvency judge. The favorable votes of creditors holding an absolute majority of recognized claims by number and value are required to approve the agreement under Article 29. Without this document formally recording the creditor's acceptance, the voting record of the proceeding is incomplete.

Renegotiation of secured credits: Banks and financial institutions holding mortgage (hipoteca) or pledge (prenda) security over the debtor's assets must decide whether to accept reduced interest rates or extended payment terms in the reorganization plan, or to enforce their security outside the insolvency proceeding. Secured creditors who vote in favor of the reorganization agreement accept the modified terms that apply to their secured claims as specified in the plan.

Participation of DIAN and public creditors: The DIAN (Dirección de Impuestos y Aduanas Nacionales), UGPP (Unidad de Gestión Pensional y Parafiscal), and territorial entities (municipios, departamentos) are recognized as privileged creditors in reorganization proceedings. Under Article 10 of Ley 1116 de 2006, public creditors may participate in the reorganization agreement but must comply with statutory limits on the modification of tax debts. Their acceptance of the reorganization agreement must be consistent with tax law and any facilidades de pago (installment payment agreements) available under the Estatuto Tributario (ET — Decreto 624 de 1989).

Confirmation of modified payment conditions: The acceptance document formally records that the creditor accepts the new payment schedule, reduced interest rate, or partial debt forgiveness (quita) proposed in the reorganization plan. Once the agreement is confirmed by the Superintendencia de Sociedades, these modified conditions become legally binding and the creditor cannot subsequently claim the original contractual terms.

Assignment of claims during the proceeding: Under Article 53 of Ley 1116 de 2006, a creditor may assign their recognized claim to a third party during the reorganization proceeding, subject to authorization by the insolvency judge. The assignee assumes all rights and obligations of the original creditor, including the right and obligation to vote on the reorganization agreement.

Post-confirmation enforcement: When the debtor defaults on confirmed reorganization agreement payments, the creditor may request the conversion of the proceeding to liquidation (proceso de liquidación judicial) under Article 36 of Ley 1116 de 2006. The creditor acceptance document is essential evidence of the confirmed payment obligations in any enforcement or conversion proceeding.

The Creditor Reorganization Agreement Acceptance before the Superintendencia de Sociedades Colombia must include the following elements to be valid under Ley 1116 de 2006 and Decreto 1749 de 2011.

**Creditor identification:** Full name or corporate name, NIT or CC, address, legal representative (for legal entities), and details of any representative acting under power of attorney. The creditor must be duly recognized in the proceeding with their claim duly qualified and ranked (calificado y graduado) by the insolvency judge before they can vote.

**Insolvency proceeding reference:** Identification of the specific proceeding — debtor name, NIT, proceeding number, insolvency judge (Superintendencia de Sociedades or Juzgado Civil del Circuito), and date of the hearing at which the vote is cast. The reference to the specific proceeding is essential for the court's record.

**Credit amount and classification:** The exact amount of the recognized claim in Colombian pesos (COP), including principal, accrued interest as of the insolvency date, and any other contractually agreed components. The creditor class (secured, labor, tax, financial, unsecured) determines voting weight and the terms applicable to that class under the reorganization plan.

**Description of the reorganization plan terms:** The specific payment terms the creditor is accepting — new interest rate, extended payment schedule, any principal reduction (quita) or grace period (periodo de gracia) — as proposed in the reorganization plan presented by the promotor under Article 27 of Ley 1116 de 2006. The acceptance must be specific enough to bind the creditor to the exact terms accepted.

**Express declaration of acceptance:** A clear declaration that the creditor votes in favor of and accepts the reorganization agreement, that the acceptance is free and informed, and that the creditor acknowledges the binding effect of the confirmed agreement on all recognized creditors including dissenters under Article 35 of Ley 1116 de 2006.

**Security and collateral provisions:** For secured creditors (acreedores con garantías), the acceptance must specify how the mortgage (hipoteca) or pledge (prenda) security will be treated under the confirmed agreement — whether maintained, released upon full payment, or modified. The Registro de Instrumentos Públicos records real property mortgages; the Cámara de Comercio records commercial pledges under Ley 1676 de 2013 (Ley de Garantías Mobiliarias).

**Default consequences and conversion trigger:** The conditions under which the creditor may request conversion of the reorganization proceeding to liquidación judicial under Article 36 of Ley 1116 de 2006, including number of unpaid installments, cure period, and notice requirements to the Superintendencia de Sociedades or insolvency judge.

**Promotor and court details:** Name and registration of the insolvency promotor appointed by the Superintendencia de Sociedades under Article 66 of Ley 1116 de 2006, and confirmation that the promotor has verified the debtor's financial projections and the feasibility of the proposed payment plan.

forms-legal.com provides this Creditor Reorganization Agreement Acceptance template as a practical starting point for creditors participating in Colombian insolvency proceedings. Given the complexity of insolvency law and the binding nature of the vote, creditors should engage an abogado especialista en derecho concursal before executing this document.