Deceased shareholder's shares: who votes and who collects

A deceased shareholder’s shares: who represents them, what happens to the dividends and how to regularize the situation. What does a corporation (sociedad anónima) do when a shareholder dies and the heirs have neither opened the estate proceedings nor proven their status? Colombia’s Superintendence of Companies (Superintendencia de Sociedades) answered in Official Letter 195-331835 of August 23, 2026, issued by its Corporate Advisory and Doctrine Group, based on the Code of Commerce, Basic Legal Circular 100-000020 of 2026, the Civil Code and the General Code of Procedure. It is a general, abstract opinion, not binding according to the letter itself.

The inquiry

A corporation asked four questions: what treatment to give the shares of a deceased shareholder whose heirs have not opened the estate proceedings, and which political and economic rights may be exercised; what the company can do to regularize the situation if the interested parties do not start the process; how to handle dividends, meeting notices and other rights; and which rule or doctrine guides the administration and registration of those shares.

Who represents the shares of an unsettled estate

The letter transcribes paragraph 3.18.5 of Basic Legal Circular 100-000020 of July 2, 2026, consistent with article 378 of the Code of Commerce:

Executor with possession of the assets (albacea con tenencia de bienes): representation belongs to the executor. If there are several, they appoint a single representative, unless one has been authorized by the judge.
No executor, or the executor declines: the person appointed by majority vote of the successors recognized in the judicial proceedings or in the notarial process.
If no one can be chosen: any co-owner may ask the judge to call a meeting of co-owners to make the appointment, with whatever number of successors attend. If that fails, the judge makes the appointment.
Forced heirs not recognized as heirs: their acts of administration, preservation or custody give them neither the representation of the estate nor the power to choose the representative.
No recognized successors: representation belongs to the curator of the vacant estate (herencia yacente), after the judge declares it so.

Political and economic rights

Until there is a valid appointment of a legitimate representative, that is, an executor with possession of the assets, a spokesperson chosen by the majority of the heirs recognized judicially or before a notary, or a curator of the vacant estate, no presumed heir or relative may exercise the political rights: voting, deliberating and inspecting at the general shareholders’ meeting.

Economic rights, such as the dividend, continue to accrue formally in favor of the deceased shareholder until the legitimate representative or the award of the shares is proven.

Citing Official Letter 220-069667 of 2017, the letter recalls that only someone who proves one of those capacities may attend to represent a deceased holder’s shares; otherwise, the shares cannot be represented at meetings of the highest corporate body. And citing Official Letter 220-053642 of 2018, the notice of an ordinary or extraordinary meeting for the deceased shareholder must be addressed to the executor or, failing that, to the person appointed by the recognized successors. It is an essential requirement of the notice under article 424 of the Code of Commerce, on pain of the decisions adopted being ineffective under article 190.

How the company can regularize the situation

It can. According to the letter, the legitimately interested party, which could be the corporation itself, may apply, under article 1297 of the Civil Code and article 482 of the General Code of Procedure, to the civil judge of the deceased’s last domicile to request the declaration of a vacant estate and the appointment of the curator to represent it. Once appointed and sworn in, the curator assumes the representation of the unsettled estate and exercises it at the general meeting, which makes it possible to form a quorum and deal with the other corporate matters.

Dividends and meeting notices

Meeting notices: the notice goes to the executor or to the representative appointed by the recognized successors.
Who receives the dividend: the executor with possession of the assets or the representative chosen by majority vote of the successors recognized in the proceedings, according to Official Letter 220-315475 of July 16, 2026, which the letter transcribes.
If there is no representative: if the company wants to pay, it may resort to payment by judicial deposit (pago por consignación) under article 381 of the General Code of Procedure.
In the meantime: pending dividends must continue to be recorded in the corresponding external liabilities account of the company, under articles 148, 156, 378 and 455 of the Code of Commerce.
Destination of what is paid: according to Official Letter 220-290456 of 2026, whoever represents the estate share must account for the profits to the probate judge so that they are listed in the deceased’s inventory.

On the fourth question, the letter answers that the rules and doctrine set out guide the company on the administration and registration of these shares while their ownership is being settled.

An example: a deceased shareholder in a corporation

Hypothetical case with illustrative figures. Industrias Sigma S.A. is a corporation. Its shareholder Julián, with 40 % of the shares, died and his children have not started the estate proceedings. Marta, one of his daughters, wants to vote at the next meeting and collect the declared dividend.

Marta wants to vote or inspect: until there is a legitimate representative, no presumed heir or relative may exercise the political rights.
Notice of the meeting: the notice for Julián’s shares must be addressed to the executor or to the person appointed by the recognized successors; omitting it may render the decisions ineffective.
Declared dividend: it continues to accrue in Julián’s favor. It is paid to the executor or to the representative chosen by the recognized successors; if there is none, the company may pay by judicial deposit and, meanwhile, records it under external liabilities.
Regularizing: Sigma, as a legitimately interested party, may ask the civil judge of Julián’s last domicile to declare the estate vacant and appoint a curator, who would represent the estate and allow a quorum.

Fidelis Advisories’ recommendations

Fidelis Advisories’ own criteria, going beyond the text of the letter:

Record and document: note the death in the shareholder records and keep the communications sent to the possible heirs.
Admit no votes without support: require anyone claiming to represent the shares to produce the document proving their capacity before admitting them to the meeting.
Dividend account: separate and track the deceased shareholder’s dividends under external liabilities and keep the supporting documents.
Careful notices: check the quorum and the way the estate’s share is summoned before each meeting, to avoid ineffective decisions.
Vacant estate with a lawyer: if the heirs do not act, assess the court process and its costs with a lawyer.
Full text: consult the original letter, the Basic Legal Circular and the company’s bylaws before applying this to a specific case.

Consolidated opinion

What does a corporation do with the shares of a deceased shareholder whose heirs have not proven their status? Until there is a legitimate representative, no one may exercise the political rights; the dividend continues to accrue in favor of the deceased, is paid to the representative or by judicial deposit and is recorded under external liabilities; and the company, if legitimately interested, may ask the civil judge to declare the estate vacant. In the example, Marta cannot vote Julián’s shares until a legitimate representative is proven. This is a general, abstract opinion, not binding according to the letter itself.

This article is for information purposes only and does not constitute legal advice. Contact us about your specific case.