Module 1: Legal Foundations and Cooperative Formation

Ley 79 of 1988 is the framework law for the cooperative sector in Colombia: it defines what a cooperative is (a non-profit associative enterprise in which workers or users are simultaneously the contributors and the managers), establishes the universal principles of cooperativism (voluntary and open membership, democratic member control, member economic participation, autonomy and independence, education, cooperation among cooperatives, and concern for community), and sets the minimum requirements for incorporation: at least 20 founding members for a first-tier cooperative, articles of incorporation, bylaws, and recognition of legal status.

Ley 454 of 1998 created the framework for the solidarity economy as a sector distinct from the traditional capitalist economy, established the Superintendency of the Solidarity Economy (Supersolidaria) as the oversight and control body, and defined the Guarantee Fund for financial cooperatives.

For an energy community, choosing the cooperative model means committing to internal democracy (one member, one vote, regardless of capital contributed) and to ongoing member education — it is not merely a way to organize legally but a model of economic governance. Supersolidaria requires periodic reporting, a statutory auditor once a certain asset threshold is reached, and compliance with a solvency and transparency regime. Understanding this from the outset prevents surprises as the cooperative grows and comes under greater regulatory scrutiny.

Not every energy community needs to be set up as a cooperative. An association (governed by the Civil Code and Decreto 2150 of 1995) is the simplest and fastest structure to establish: it only requires articles of incorporation and straightforward bylaws, does not mandate capital contributions, and is ideal in the early stages when the community is still validating its business model and does not manage significant assets. However, associations have more limited access to structured financing and less recognition from financial institutions and CREG for larger-scale projects.

A cooperative offers robust democratic governance and access to tax benefits under the solidarity economy regime (partial income tax exemption when surpluses are reinvested in the education and solidarity fund), but requires more incorporation paperwork, Supersolidaria oversight, and a participatory organizational culture that not every community is ready to sustain from day one.

An SAS (Simplified Joint-Stock Company, Ley 1258 of 2008) is a for-profit commercial entity with a very agile incorporation process (even by private document), flexible capital structures, and appeal for attracting external investors or creating a commercial vehicle that provides services to the cooperative (for example, an SAS for operations and maintenance of the assets, owned by the cooperative).

The central pedagogical recommendation of this module is that many successful Colombian energy communities use a hybrid model: an association or cooperative as the base for community governance, and optionally a satellite SAS for commercial or operational functions that require greater agility.

Decreto 2236 of 2023 from the Ministry of Mines and Energy introduced for the first time in Colombia a formal definition of 'energy community': a group of natural and/or legal persons who voluntarily associate to develop, operate, or benefit from generation, storage, energy efficiency, or demand management projects, with the goal of generating social, environmental, and economic benefits for their members and their territory.

The decree recognizes four typologies: energy communities for energy formalization, for economic and social reactivation, citizen energy communities, and energy communities for closing access gaps — each with distinct eligibility criteria and funding sources (FENOGE, royalty revenues, international cooperation).

CREG Resolution 101 072 of 2023 develops the technical and regulatory aspects: how these projects connect to the grid, how surplus energy is measured and compensated (net metering and net billing schemes), and what technical requirements a project must meet to be recognized as an energy community by the grid operator.

It is crucial that community leaders understand that recognition as an 'energy community' under Decreto 2236 is an additional and subsequent step after incorporating the base legal entity (cooperative, association, or SAS): first the organization is incorporated, then its sectoral recognition is requested.

Once the cooperative (or association) has been incorporated by public deed or private document as applicable, and has obtained legal status, the next step is enrollment in the Unified Registry of Energy Communities (RUCE), administered by the Ministry of Mines and Energy. This registry is the gateway to the benefits of Decreto 2236: access to FENOGE funds, prioritization in international cooperation calls, and formal recognition by the grid operator for connection purposes.

The RUCE enrollment process requires:

1. A copy of the bylaws and the certificate of existence and legal representation.
2. A preliminary technical document for the energy project.
3. Evidence of community participation in the project design.
4. The list of founding members with their role within the organization.

In parallel, cooperatives must register and report periodically to Supersolidaria, which requires annual financial statements, assembly minutes, and — depending on asset size — an external statutory auditor. Completing both registrations (RUCE and Supersolidaria) from the outset, rather than treating them as belated formalities, saves months of delay when the community later seeks financing or external investment.

When a community energy project is located in an indigenous reservation, an Afro-descendant community council territory, or any recognized ethnic territory, the Colombian Constitution (Article 330) and ILO Convention 169 require a Free, Prior and Informed Consent (FPIC) process before initiating any works or projects that could affect the territory.

This is not a pro-forma procedure: it is a fundamental right requiring the ethnic community to participate from the project design stage itself, with complete information, in their own language, under their own decision-making processes (assemblies, councils of elders, etc.), and with the real possibility of saying no.

It is essential for the facilitators of this course to convey that FPIC should not be seen as a bureaucratic obstacle to 'overcome', but rather as an opportunity to build legitimacy and long-term social sustainability for the project. Ignoring or simulating this process has led, in Colombia, to the judicial paralysis of energy infrastructure projects through constitutional injunctions (tutelas).

Certification of the existence of ethnic communities in the project's area of influence is requested from the National Prior Consultation Authority (DANCP) under the Ministry of the Interior, and the process can take between 3 and 12 months depending on the territorial complexity.