What is the main source of law authorising this entity form?
Colombian Commerce Code, book 2, Law 222/1995 and Law 1258/2008.
Give a brief summary of the entity form:
Does the entity possess separate legal personality?
The S.A.S. has legal personality.
(Maximum) period of existence
There is no maximum period of existence. An S.A.S. can be incorporated for an indefinite period.
Governing document(s)
The S.A.S. is mainly governed by its bylaws (contained in a private document), Colombian Commerce Code and by Law 1258.
Liability of incorporators / shareholders
Liability of the shareholders of a S.A. is limited to the amount of their capital contributions
Limited liability is subject to piercing the corporate veil in certain circumstances.
(Governing) bodies
The governing bodies are the following: (i) General Assembly of Shareholders (Asamblea General de Accionistas), (ii) Legal representative (Representante legal) and (iii) Board of Directors (Junta Directiva) (not required).
Other particularities
The corporate purpose can be broad.
The S.A.S. can be incorporated by a sole shareholder.
Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?
Under Colombian law, an S.A.S. can enter any kind of international restructuring transactions. Such transactions must comply with some legal requirements in Colombia.
Can this type of entity be publicly listed or held, or its securities be issued to members of the public?
The S.A.S. can be listed.
Can this type of entity be used for a non-profit or charitable organization?
Due to the commercial nature (distribution of profits) of this type of entity, it is not possible for it to be used as a charitable or non-profit organisation.
Give a brief summary of the process of incorporation, formation, or organization, including:
Main documents required
The following are the main documents that must be filed with the Chamber of Commerce (Cámara de Comercio) for the incorporation of the company: (i) private document containing the bylaws; (ii) documents that evidence the existence and representation of the shareholder(s); (iii) tax liabilities form (iv) chamber of commerce forms; and (v) acceptance letters of the legal representatives.
Involvement of notary, company register, governmental authorities
The shareholders or their attorneys can sign the private document for the incorporation of the company.
If the shareholders are foreign companies, the documents evidencing their existence must be duly notarised and apostilled (or signed before a consul).
Timing (estimate)
Once the documents are filed, normally the Chamber of Commerce takes five (5) business days to issue evidence of incorporation.
Main costs, including registration and similar fees (excluding legal fees)
The main costs are the registration fees to be paid to the Chamber of Commerce (Cámara de Comercio) and the registry tax (0.3% to 1% over the capital depending on the municipality).
Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?
The corporate purpose must be included in the bylaws.
Minimum number of incorporators / shareholders and residency requirements
The S.A.S. can be incorporated by a sole shareholder and there are no residency requirements.
Minimum number of directors (or other applicable officers) and residency requirements
The S.A.S. must have at least one (1) legal representative. It is not mandatory to have a Board of Directors. If a Board of Directors is created, it must have at least one (1) member.
Minimum share capital, or equivalent, and payment requirements (including opening a bank account)
There is no minimum capital amount required. The initial subscribed capital and any new issuance of shares must be paid within two (2) years following the incorporation.
Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?
The execution of the private document or the public deed for the incorporation can be accomplished by virtue of a power of attorney. There are no physical presence requirements for the directors or legal representatives.
Is a tax identification number, or equivalent, required? If so, how is it obtained?
A tax identification number (NIT) is required. To this effect, a Tax Registry Form must be filed with the Chamber of Commerce at the moment of incorporation.
What is the title of the applicable company registry?
Unique Commercial and Social Registry (Registro Único Social y Empresarial) managed by the Chambers of Commerce.
What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)
The information listed below must be filed at the Trade Register (Registro mercantile) and is publicly available:
- Private document or public deed for the incorporation.
- Bylaws and any amendments.
- Tax identification number.
- Corporate purpose.
- Corporate name.
- Commercial and judiciary e-mail.
- Commercial and judiciary address and telephone.
- Authorised, subscribed, and paid capital.
- Commercial activities.
- Board of Directors' names and faculties.
- Legal representative name and faculties.
- Corporate group.
- Control situation.
- Mergers and spinoffs.
- Insolvency and bankruptcy.
- Dissolution and liquidation.
- Financial statements.
What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?
The legal representative (Representante legal) represents the company and carries out the management duties according to the bylaws.
How are the members of the executive body appointed, dismissed and replaced?
The legal representative is appointed, dismissed, and replaced by the Board of Directors (if existent) or the General Assembly of Shareholders in the case of an S.A.S. with no Board of Directors. The members of the Board of Directors are appointed, dismissed, and replaced by the General Assembly of Shareholders.
Is it possible to appoint corporate directors or must all directors be natural persons?
Yes, when applicable.
Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?
There is not a requirement to have non-executive directors. In Colombia non-executive or executive directors arenot regulated. The company can have non-executive members without restriction. They would be in a one-tier board with executive and non-executive members.
What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?
The General Assembly of Shareholders (Asamblea General de Accionistas) is the highest corporate body. The following are its principal rights and duties as established in the applicable law: (i) approval of the financial statements; (ii) approval of the distribution of profits; (iii) approval of the dissolution and liquidation of the company; (iv) issuance of new shares; and (v) mergers and spin offs. In addition, the General Assembly of Shareholders has all the rights and duties that are not assigned to any other corporate body.
What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?
Generally, decisions are taken by shareholders in accordance with an absolute majority (50% + 1). This general rule can vary depending on the bylaws and in specific cases provided by the law.
Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?
The companies that have assets or income equal to or higher than 789,390.6 unities of tax value which are equivalent to COP $ 39.310.862.489 in 2025 (approximately USD $9.7 million) are subject to the permanent vigilance of the Superintendence of Companies. Such vigilance means that several decisions are subject to prior or subsequent approval of this entity.
What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?
At all times, the company must maintain accounting records of its financial situation. The financial statements as of 31 December of each year are prepared by the legal representative and accountant and presented to the Board of Directors if applicable and are submitted to the general assembly of shareholders within the first three (3) months of each year.
Is the entity permitted to determine its own financial year?
All companies must have at least one (1) financial year period ending as of 31 December. All companies may establish more interim financial periods.
Is the entity subject to any statutory (external) auditor obligations?
If (i) the company's income during the preceding year was greater than an amount equal to 3,000 payments of the minimum monthly wages during such year (COP $4.270.500.000 for 2025 or approximately USD $1,000,000 or if (ii) the value of the company's assets is greater than an amount equal to 5,000 payments of the minimum monthly wages during such year (COP $7.117.500.000 for 2025 or approximately USD $1,758,000) the company must have an external fiscal auditor (revisor fiscal).
Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?
There are no requirements for the appointment of such persons. Thus, the bylaws can establish any internal procedures for such purposes. In the case of accountants, they must be recognised as a public accountant under Colombian law.
What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?
Shares (Acciones).
Are different classes of ownership interests possible? If so, what are some examples of different classes?
The bylaws can freely establish any kind of shares with any right or privilege.
What documentation is required for the transfer of ownership interests?
A transfer of shares can be made through the endorsement of the share certificate or any other document that evidences the transfer of the shares. Furthermore, a registry on the relevant transfer must be included in the shareholders’ ledger.
Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?
The seller issues an instruction letter for the legal representative to record the transfer in the shareholders ledger.
Are there any applicable stamp duties imposed when transferring ownership interests?
No.
How are shares issued? (including information on payment obligations, registration requirements)
Shares are issued after approval by the General Assembly of Shareholders and/or the Board of Directors when applicable. Among other provisions, rules for the subscription of shares must include payment terms, the number of shares issued, and the offer period to subscribe and pay for the shares. An increase of the subscribed and paid shares must be registered with the Chamber of Commerce.
Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?
Shares can be paid through contributions in kind or through industrial contributions. A premium in the subscription of shares can be established in the rules for the subscription of shares.
Any requirements with respect to share cancellation, share repurchase and other capital reductions
Share cancellations and share repurchases can be made if the company has net profits. Capital reductions are possible when certain requirements established by law are met.
Any requirements with respect to distributions to shareholders?
Profits can be distributed without any limit provided the profits are evidenced in approved financial statements.
Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?
Yes.
Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?
Renewal of the commercial license with the Chamber of Commerce is required annually. The amount of the renewal fees depends on the assets of the company.
What are the general corporate tax rates? (Specify if there is a national versus local distinction).
The general corporate tax rate is 35% for 2024 on profits.
Companies may be required to pay additional national taxes such as (i) withholding tax and (ii) Value Added Tax (VAT).
The withholding tax rate depends on the concept of the payment and correspond to a percentage between 1% and 20% over the payable amount. The general VAT tax rate is 19% over the total amount of the good or service.
Additionally, companies may be required to pay local taxes over the annual gross income such as (i) industry and commerce tax and (ii) withholding of industry and commerce tax.
The industry and commerce (and its withholding) tax rate depends on the local jurisdiction and the activity carried out by the taxpayer. The tax rates usually correspond to a percentage between 0,2% and 1,1% over the gross income.
Summary of any specific matters, e.g. recent or prospective major legal developments
No imminent major legal developments are expected in 2025.