Setting up a company in Colombia is simple and easy. However, expert legal guidance is highly recommended to ensure a smooth incorporation.
At OpenLegal our expert team of lawyers can guide you through the process. You will have a trusted local partner helping you as you set up your business entity in Colombia.
If you need assistance incorporating your company in Colombia, please contact us:
The simplified joint-stock company (sociedad por acciones simplificada or S.A.S.) is the de facto type of entity, as more than 98% of new companies in Colombia are incorporated as S.A.S. This type of entity is similar to a limited liability company (LLC).
These are the main advantages of this type of company:
Limited shareholder personal liability (except in cases of fraud)
Incorporation by a single shareholder is allowed
It can be incorporated by means of a private document (no need of public deed)
Only a legal representative must be appointed. A board of directors is not required
It requires no paid-in capital at the time of incorporation (a two-year period of time is allowed to fund the entity)
Once all of the documents are ready, the incorporation process takes about 3 to 5 business days
These are the main steps to incorporate a S.A.S. company in Colombia:
1. Obtain shareholder documents:
These documents depend on whether the shareholder of the company will be an individual or a foreign company:
Individual: an individual shareholder must provide a passport.
Company: a foreign company must provide its certificate of incorporation. This document must be apostilled in the country of origin, as well as translated if it is drafted in a language other than Spanish.
2. Execute the incorporation document:
The individual shareholder or the parent company’s legal representative must sign and notarize in Colombia the private incorporation document of the Colombian S.A.S. If the shareholder or its representative is not physically present in Colombia, they may grant a power of attorney to a third party.
This document includes the company’s bylaws and the legal representative’s appointment.
This document must include:
Name of the company.
Address in Colombia.
Corporate activity description.
Initial equity investment.
Legal representative.
3. Complete the company registration with the Chamber of Commerce:
The previous documents must be filed with the Chamber of Commerce (mercantile registry) located in the city where the company will be established.
4. Obtain Tax ID with the Tax Auhtority:
The Colombian Tax Authority (DIAN) issues the company’s Tax Identification Number (NIT) which is included in the tax register (RUT). This document is required for tax purposes.
5. Open a corporate bank account:
Opening a bank account is recommended as it is needed to transfer the initial equity investment that the company requires to begin its operation, as well as to perform its business activity.
6. Register the foreign investment with the Central Bank:
Any investment that the shareholder transfers to the company, must be registered with the Colombian Central Bank. The Central Bank is the government institution that keeps a record of foreign investment in the country. This register is done through a simple form.
Checklist – What do we need to begin with the process?
Provide shareholder ID: (i) copy of the passport of the individual shareholder or (ii) apostilled and translated certificate of incorporation of the foreign parent company.
Fill in our simple incorporation form, in which you will provide the following information:
Proposed company’s name (we will check first if it is available for registration)
Company address and city.
Corporate activity description.
Name of the primary and substitute legal representative.
Name(s) of the shareholder(s) and their ownership percentage.
Initial equity investment amount.
Our offering – What makes OpenLegal your preferred partner to set up your company in Colombia?
Business-in-a box incorporation: our package includes steps 1 though 4 as explained above. Once the process is completed, we deliver the company’s certificate of incoporation (certificado de existencia y representación legal) and tax ID certificate (RUT) so you can begin with your business activity.
Flat fee pricing: our package has a flat pricing with no hidden fees. Our pricing only excludes official Chamber of Commerce submission fees and taxes of about USD 100-200, mainly depending on the initial capital of the entity.
White glove experience: we deliver a prompt and tailor-made experience to each of our clients, to ensure a smooth process. We take care of all of the details for you to focus on what is really important: your business.
Remember, if you need assistance incorporating your company in Colombia, please contact us:
