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Company Formation in Colombia

Entity Type: Stock Corporation and Simplified Corporation Stock


Name Details

Does the name of the company require approval by the Registry or other authorities?

No approval is required. However, a previous verification on the mercantile registry has to be done in order to establish if the name you intend to use is available.

How many prospective names will you require?

A minimum of two, depending on availability, more prospective names may be required.

Are there any restrictions or limitations on words that can be used in company names?

None

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

Must be in country.

If the client has no physical location incountry, can they use your address for the purposes of registration?

Yes.

Officer Details

How many Directors are required?

If it is stock corporation:
Minimum of three (3) Directors and three (3) director alternates.

If it is a simplified stock corporation:
Board of directors is an optional corporate body. If board is established, it can be formed with just one director if desired.

Are any other officers required (i.e. Secretary)?

If it is a stock corporation:
A minimum of one legal representative with one alternate.

If it is a simplified stock corporation:
A minimum of one legal representative.

What personal details will you need for each officer?

Name, citizenship card identification number or passport number (if foreign) and place of issuance.

Is there a requirement for any in country resident directors?

None.

Do you need proof of address or Identity for officers? If YES, in what format?

Copy of the citizenship identification card or passport will be sufficient.

Shareholders Details

How many shareholders are required?

For stock corporation: Minimum of five (5) shareholders.

For simplified stock corporations: Minimum of one shareholder.

Are there any restrictions on who can be a shareholder?

None.

What information will you require about shareholder?

Name, identification number, domicile. When shareholders are legal entities, name (s) of competent director (s).

Will you require proof of address or ID from the shareholders?

Copy of the citizenship identification card or passport for persons and proof of the existence and legal representation for legal entities (i.e. good standing certificate or notarial certificate) will be sufficient.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

Yes. The maximum number of shares that can be issued will be determined by the value of the authorized capital. Said amount may be changed at any time through a bylaws’ amendment.

Is there a minimum number of shares that must be issued?

No.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

A registry tax must be paid before the Chamber of Commerce which is of 0.7% over the issued capital of the company.

Other Details

Do you require any further information about the company or its officers? If YES, please specify.

The following information is required:

  • Corporate purpose of the parent company and of the company to be incorporated.
  • Complete names and identification numbers of the legal representatives and member of the board of directors (if applicable).
  • Limitations on the powers of the legal representatives and members of the board of directors (if applicable).

Procedure

  1. Draft of bylaws of the company. Such bylaws must be presented as a notarized public document. This document can be executed by PHR by granting of a PoA for this purpose by the shareholders.
  2. Processing a temporary Taxpayer Identification Number (PRE-RUT) with the Colombian tax authority (DIAN).
  3. Registration of the public deed or notarized private document in the Chamber of commerce of the city where the company is to be based. Bylaws must be accompanied by all documents required by the Chamber of Commerce. Registration duties and taxes must be paid.
  4. Opening of a local bank account. This is a requirement in order to obtain the company’s tax ID.
  5. Processing the Taxpayer Identification Number (RUT) with the Colombian tax authority (DIAN) for the company and the legal representatives.
  6. Registration before the Chamber of Commerce of the definitive tax identification number. A copy of RUT submitted by DIAN must be attached.

Timescale

How long will it take to complete incorporation?

Once all needed documents are prepared, received, translated and legalized (if they are received in foreign languages) it will take approximately 8 business days to have the company incorporated and registered before the Chamber of Commerce. The procedure to obtain Tax Id takes approx. 5 business days.

Is there any way to expedite the incorporation for an extra fee?

No.


Latest version updated 2nd May 2018

Country Breakdown

48.65

Million

Population

$

Colombian Peso

Currency

$ 282.5

Billion

GDP

1.142

Million

km2