In a contemporary business and corporate world in which the protection of limited liability has been understood to be essential, the rulings of the Colombian Superintendency of Companies of Colombia in processes that seek the dismissal of legal personality are not the exception. Instead of protecting third parties, creditors and minority shareholders from possible abuses, the action to pierce the corporate veil has become an ineffective action that serves as an almost impassable fortress that guards the limitation of liability in capital companies. This study is based on the analysis of a decade of rulings from the Colombian Superintendency of Companies referring to the dismissal of legal personality, and questions the national adoption of doctrinal theories of North American corporate law that, hand in hand with the translation of principles of economic theory of law, which have sought to homogenize global corporate law, have resulted in the distorted application of national legal principles such as the principle of good faith. This legal transplant is particularly irritating in the Colombian legal system as it directly reverses the burdens of good faith; (i) imposing on whoever contracts with the company a disproportionate burden of diligence that appears to be unilateral, (ii) greatly increases the cost of diligence for the contracting third party, and (iii) imposes disproportionate evidentiary standards that only respond to the current agreed immutability of the concept of limitation of liability in Colombia. The formulation of the abovementioned concerns, hand in hand with the very pronounced tendency of national courts and especially of the Colombian Superintendence of Companies to deny the claims that seek the dismissal of the corporate veil, not only directly imply the distortion of the principle of good faith and the promotion of a culture of tolerance of abuse and fraud in corporations, but they invite us to question the role of North American corporate law in the world and specifically, in the way in which it has disrupted Colombian national regulations, imposing burdens that do not necessarily correspond to justice.
