Colombia foreign shareholder lawyer
When a Colombian investor holds equity in a US company, or a US shareholder has interests in a Colombian entity, the legal questions span two distinct legal systems. Law Offices of SRIS, P.C. is a US law firm founded in 1997 that represents international clients in cross-border shareholder matters. Mr. Sris, the firm’s founder and managing attorney, is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York. For the Colombian-law dimension of a matter, the firm collaborates with Eric Duport Jaramillo, Of Counsel, who is admitted to practice law in Colombia and is not admitted in any US state bar; his role is limited to Colombian-law matters in coordination with the firm’s US-admitted attorneys. All US-law aspects are handled by Mr. Sris and the US-admitted attorneys of the firm. To discuss a cross-border shareholder issue, reach Law Offices of SRIS, P.C. at (888) 437-7747.
What a foreign shareholder lawyer handles in US-Colombia matters
A foreign shareholder lawyer addresses the US-law side of equity ownership when one party is based in Colombia. The work often involves US securities compliance, corporate governance, and shareholder rights under the law of the state where the US entity is formed. For example, a Colombian investor acquiring shares in a Virginia corporation must understand the Virginia Stock Corporation Act and the reporting obligations under the federal Securities Exchange Act of 1934. The US attorney ensures that the transaction complies with US law, while the Colombian-law aspects—such as foreign investment registration or Colombian tax treatment—are handled by the firm’s Colombia Of Counsel.
Shareholder disputes that cross borders add another layer. A Colombian minority shareholder in a US company may need to enforce inspection rights under state law or bring a derivative suit. The US attorney evaluates the claim under the applicable state’s business corporation statute and federal securities laws, while the Colombian Of Counsel advises on any parallel remedies available under Colombian corporate law. The firm’s model is to keep the US-law and Colombian-law workstreams separate, with each attorney practicing only in the jurisdiction where they are admitted.
How Mr. Sris and the firm’s Colombia Of Counsel collaborate
Mr. Sris leads the US-law side of every cross-border shareholder matter. He reviews the governing documents of the US entity, assesses compliance with state and federal securities laws, and represents the client in any US litigation or regulatory proceeding. For the Colombian-law side, the firm engages Eric Duport Jaramillo, Of Counsel, who is admitted to practice law in Colombia and is not admitted in any US state bar. Mr. Duport Jaramillo’s role is limited to Colombian-law matters in collaboration with the US-admitted attorneys of the firm. The two attorneys coordinate as needed, but each works strictly within their own licensure.
This structure protects the client from unauthorized practice of law risks. A US court will not recognize a Colombian attorney’s advice on US securities law, and a Colombian regulator will not recognize a US attorney’s opinion on Colombian corporate law. By keeping the workstreams separate, the firm ensures that every piece of legal work is performed by an attorney licensed in the relevant jurisdiction. The client receives integrated guidance without any attorney stepping outside their authorized practice area.
About Mr. Sris and the firm’s cross-border practice
Mr. Sris founded Law Offices of SRIS, P.C. in 1997. He is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York. His practice includes cross-border corporate and securities matters, and he has represented international clients in US shareholder disputes, private placements, and regulatory compliance. Mr. Sris testified before the Virginia House Courts of Justice Committee in support of 2019 HB 635 (chief patron Del. David Bulova), the bill that became the 2019 revision to Va. Code § 20-107.3(g).
The firm’s cross-border practice is built on collaboration with foreign Of Counsel. For Colombia matters, the firm works with Eric Duport Jaramillo, Of Counsel, who is admitted to practice law in Colombia and is not admitted in any US state bar. Mr. Duport Jaramillo’s background includes service as Minister Counselor at the Embassy of Colombia to the European Union and as Executive President of the Pereira Chamber of Commerce. His practice with the firm is limited to Colombian-law matters and to serving as a liaison for international clients with the firm’s US-admitted attorneys.
Frequently asked questions
Do I need both a US lawyer and a Colombian lawyer for a cross-border shareholder matter?
Yes, because US law and Colombian law are separate legal systems, and no single attorney is licensed in both. A US-admitted attorney handles the US-law aspects—securities compliance, corporate governance, litigation in US courts—while a Colombian-admitted attorney handles Colombian-law aspects such as foreign investment registration, Colombian corporate formalities, and any proceedings before Colombian authorities. Law Offices of SRIS, P.C. provides the US-law representation through Mr. Sris and collaborates with Eric Duport Jaramillo, Of Counsel, for the Colombian-law side. Each attorney practices only within their own licensure.
What US securities laws apply when a Colombian investor buys shares in a US company?
The primary federal statutes are the Securities Act of 1933 and the Securities Exchange Act of 1934, along with SEC rules. The Securities Act of 1933 governs the offer and sale of securities, including registration requirements and exemptions such as Regulation D for private placements. The Securities Exchange Act of 1934 imposes ongoing reporting obligations on public companies and regulates insider trading. State securities laws (blue sky laws) may also apply. A US-admitted attorney can advise on which exemptions are available and ensure compliance with US law.
Can a Colombian shareholder sue a US company in a US court?
Yes, a Colombian shareholder generally has standing to bring a direct or derivative suit in a US court if the claim arises under US law. The shareholder must satisfy the procedural requirements of the applicable state’s business corporation statute and the federal rules of civil procedure. For a derivative suit, the shareholder typically must make a demand on the board or show that demand would be futile. The US court will apply US substantive law to the claim. The Colombian shareholder’s foreign nationality does not bar access to US courts, though service of process and enforcement of any judgment in Colombia may involve additional steps under Colombian law, which the firm’s Colombia Of Counsel can address.
How does the firm handle the division of work between US and Colombian law?
The firm maintains a strict jurisdictional separation: Mr. Sris and the US-admitted attorneys handle all US-law work; Eric Duport Jaramillo, Of Counsel, handles Colombian-law work. The two sides coordinate on strategy and information sharing, but each attorney’s work product is confined to the jurisdiction where they are licensed. This model complies with US bar rules on unauthorized practice of law and with Colombian legal ethics rules. The client receives integrated advice without any attorney practicing outside their authorized jurisdiction.
What should I bring to an initial consultation about a cross-border shareholder matter?
Bring the governing documents of the US entity (articles of incorporation, bylaws, operating agreement), any shareholder agreement, and a summary of the transaction or dispute. If the matter involves a Colombian entity, also bring its Colombian corporate documents (escritura de constitución, certificado de existencia y representación legal) and any relevant Colombian contracts. The US attorney will review the US-law issues, and the Colombian Of Counsel will separately review the Colombian-law issues. Having all documents available at the outset allows both attorneys to give a more complete assessment.
Does the firm have a location in Colombia?
Yes, the firm has a location in Pereira, Colombia, by appointment only. The Pereira location serves as a point of contact for Colombian clients and facilitates coordination with the firm’s Colombia Of Counsel. All US-law legal services are provided from the firm’s US locations, and all Colombian-law services are provided by the Colombia Of Counsel from Colombia. The Pereira location does not offer US legal services directly; those are handled by Mr. Sris and the US-admitted attorneys.