Por:  Estudio Legal Hernández 

 

The most frequently used commercial companies to channel investments in Colombia are: (i) simplified stock company (S.A.S. by its acronym in Spanish); (ii) limited liability company; and (iii) corporation (S.A. by its acronym in Spanish).

 

In the last years, the S.A.S. has become the legal vehicle of choice for the business community, particularly because of its flexibility in terms of the incorporation process, administration and the ample freedom its shareholders have to establish the terms and conditions for its functioning and internal structure.

 

  1. Document of Incorporation

 

Colombian commercial companies are incorporated by means of a public deed formalized before a notary public or a notarized private document, depending on the vehicle chosen by the investor to carry out its investment in Colombia. Branches will always require their registration through a public deed.

 

  1. Commercial Registration

 

  • Commercial corporations and branches must register in the commercial registry kept by the corresponding Chamber of Commerce of the city where is to be based.
  • The managers of the company may be foreigners not domiciled in Colombia. The statutory auditors must be Colombian public accountants.

 

  1. Registration under the National Tax Registry (RUT in Spanish)

 

  • The tax ID shall be obtained before the Chambers of Commerce, during the incorporation procedure, prior to the performance of any commercial activity, or it can be obtained directly with the tax authority (DIAN) once the company has been created and registered in the Chamber of Commerce.
  • Whenever said procedure is undertaken directly before DIAN, an appointment has to be requested and presented before this entity, with a copy of the identification document of the person who will be filing the request before the DIAN, for which the exhibition of the original identification card will be required. If the person who files the request is an attorney, a copy of the power of attorney must also be presented and the original copy must be exhibited as well. If the power of attorney is granted for a period that exceeds six (6) months, a certificate of its
  • state of being in force is also requested by the authorities.
  • Once the corresponding RUT has been obtained, the company will receive the Tax Identification Number (NIT per its acronym in Spanish), which will have to be updated before the corresponding Chamber of Commerce.

 

  1. Power of Attorney and Other Documents Issued Abroad

 

  • If the prospective partners or shareholders (or the legal representative of the main office) cannot be in the country in order to attend the incorporation procedures for the company or branch, they must grant a duly legalized written power of attorney.
  • Documents issued in a language different than Spanish must be translated by an official translator duly authorized in Colombia and whose signature is legalized by the Ministry of Foreign Affairs.

 

Si está interesado en obtener mayor información y asesoría legal no dude en escribirnos a contacto@estudiolegalhernandez.com o directamente a nuestro equipo ELH.

 

Jose Ignacio Suárez Merchán

Director Asuntos Corporativos ELH

jose@estudiolegalhernandez.com

 

Jose Ignacio Rueda Posada

Derecho de la Empresa ELH

ignacio@estudiolegalhernandez.com

 

Paola Andrea Gómez

Derecho Tributario y Arancelario ELH

paola@estudiolegalhernandez.com