More than 60% of new companies in Colombia now register as an S.A.S., a shift that reshaped how entrepreneurs and foreign investors set up and scale here. Esto se debe a la flexibilidad y los beneficios fiscales que ofrece este tipo de entidad. Además, el crecimiento de empresas de reclutamiento en Colombia ha sido significativo, facilitando la conexión entre talentos locales e internacionales y las nuevas S.A.S. En este contexto, los emprendedores pueden acceder a un mercado en expansión y diversificado que potencia sus oportunidades de negocio. Esta nueva estructura empresarial también ha contribuido a la reducción de los costos empresariales en Colombia, permitiendo a las startups operar de forma más eficiente. Asimismo, el acceso a financiamiento y recursos se ha diversificado, lo que brinda a los emprendedores la oportunidad de innovar y expandir sus operaciones. A medida que más empresas optan por registrarse como S.A.S., el ecosistema empresarial colombiano continúa fortaleciéndose, atrayendo aún más inversión extranjera. Asimismo, el gobierno corporativo en el contexto colombiano ha cobrado relevancia, ya que una buena gobernanza puede marcar la diferencia en la atracción de inversión y en la sostenibilidad de las empresas. Por otro lado, la implementación de prácticas sólidas de gobernanza permite a las S.A.S. construir confianza con sus stakeholders y fomentar un ambiente de transparencia. Esto, a su vez, fortalece el ecosistema empresarial y promueve el crecimiento sostenible en el país.
We guide you through the main legal entities: S.A.S., Ltda., S.A., partnerships, and foreign branches. Each option changes governance, liability, taxes, and fundraising paths.
In practical terms, an S.A.S speeds setup with private documents and flexible bylaws, often finishing registration in about a week. By contrast, Ltda. and S.A. usually need public deeds and notarization, which can add weeks.
We explain when a branch keeps the parent fully liable, when statutory auditors apply, and how investor-friendly features affect exit and repatriation. Our aim is to give a clear, action-oriented snapshot so you can match your goals, ownership needs, and risk tolerance to the right legal entity under Colombian law.
Key Takeaways
- Most founders prefer S.A.S. for speed, flexibility, and low minimum capital.
- Ltda. and S.A. require public deeds and more formalities; expect longer timelines.
- Branches tie liability to the foreign parent and need strict compliance.
- Statutory auditors may be mandatory depending on type and thresholds.
- Choose the entity that aligns with governance, tax posture, and investor needs.
What we assess before you choose a legal structure in Colombia
We run a short diagnostic on control, liability, and compliance so the chosen entity matches your goals and real-world constraints.
Ownership, control, and number of participants
We map current shareholders and partners and forecast the number you expect as you scale. S.A.S permits one shareholder and broad flexibility, S.A. requires at least five shareholders and a board, and Ltda. is limited to 2–25 partners.
Liability appetite and asset protection
We test your tolerance for personal exposure. An S.A.S offers limited liability—shareholders answer only up to the amount contributed. In a Ltda., partners can be jointly liable for labor and tax obligations under local regulations.
Tax exposure, profit distribution, and repatriation
We model corporate tax (about 35%) and dividend rates (0%–20%) against likely distributions of shares or cash. We also plan repatriation paths after liquidation or capital reduction to minimize friction and withholding costs.
Governance, auditors, and ongoing obligations
We size governance to your needs: lean for a single-founder S.A.S or formal for an S.A. with a board and statutory auditor. Note auditors are mandatory for S.A. and Ltda.; from 2025 an S.A.S needs one if assets exceed COP 6.5 billion or income tops COP 3.9 billion.
Colombia’s main legal structures at a glance
This brief overview compares the main types of companies and how they differ in practice.
Simplified Stock Company (S.A.S.)
One or more shareholders, no minimum capital, and limited liability to contributed capital. Incorporation uses a private document, which speeds the process and suits startups and agile teams.
Limited Liability Company (Ltda./SRL)
For 2–25 partners who want tighter transfer controls and traditional governance. Partners answer up to their capital; however, they may have joint responsibility for labor and tax obligations.
Corporation (S.A.)
Aimed at companies with 5+ shareholders that plan to scale or raise capital. A board and a statutory auditor apply, and incorporation often uses a public deed.
Partnerships (Sociedad Colectiva / S. en Comandita)
Options range from unlimited liability for all partners to hybrids where managing partners hold unlimited exposure and limited partners risk only their investment.
Branch of a foreign company
A branch replicates the parent entity and leaves the parent fully liable for local obligations. Registration typically requires a public deed and triggers similar audit requirements.
- All types pay corporate tax, but governance and liability shape daily management and fund flows.
- Typical use cases: startups (S.A.S), family-held teams (Ltda), public-facing corporations (S.A.), joint ventures (partnerships), and foreign expansions (branch).
Deep dive: S.A.S vs. Ltda. vs. S.A. vs. partnerships vs. branch
We examine the practical differences in shareholder and partner rules, plus how those affect capital raises.
Number and roles. An S.A.S accepts one or more shareholders. A Ltda. holds 2–25 partners. A corporation (S.A.) needs five or more shareholders. Partnerships and branches follow specific rules that shape voting and control.
Liability and minimum capital. S.A.S and S.A. offer limited liability to contributed capital. Ltda. partners are limited but can face joint liability for labor and tax claims. Partnerships range from unlimited to hybrid. There is no legal minimum capital for most company types; we set practical levels to meet banks and suppliers.
Bylaws and documents. S.A.S incorporates via a private document and can amend bylaws quickly. Ltda., S.A., partnerships, and branches generally require a public deed before a notary.
Management and transfers. Every company must appoint a legal representative. S.A. mandates a board and usually a statutory auditor. An S.A.S needs one only after specific asset or income thresholds. Shares in an S.A.S transfer more flexibly; Ltda. transfers need a public deed and stricter partner consent.
- Fundraising: S.A.S is investor-friendly for stock and capital increases; S.A. supports formal capital markets with heavier governance.
Timelines, costs, and documents to incorporate in Colombia
We summarize the steps, expected days or weeks, and the main cost drivers for company formation.
Expected timelines:
How long the process typically takes
An S.A.S normally completes registration and the NIT in about 5–10 business days.
A limited liability company or a corporation usually requires 3–5 weeks because public deeds and notary processing add time.
Primary cost drivers
Legal fees often start near COP 2,847,000. Chamber of Commerce fees vary with declared capital (roughly COP 500,000–1,500,000).
Notary authentications cost about COP 7,000 per document; public deed expenses apply for Ltda. and S.A.
Core documents and immediate steps
Prepare bylaws, ID and power documents, and the appointment of the legal representative.
Register with the Chamber of Commerce to get the RUT and then request the NIT from DIAN. Open a corporate bank account once the NIT is issued.
| Item | Typical timing | Typical amount (COP) | Notes |
|---|---|---|---|
| S.A.S incorporation | 5–10 business days | Legal fees ~2,847,000; Chamber fees 500k–1.5M | Private document; faster registration; lower document costs |
| Ltda. / S.A. incorporation | 3–5 weeks | Legal fees ~2,847,000; public deed and notary costs extra | Public deed required; higher notary and deed charges |
| NIT / Tax registration | Same week as Chamber registration | No direct fee for NIT | Must be active before invoicing; needed for bank onboarding |
| Bank account opening | 1–3 weeks | Depends on bank due diligence | Banks may require a local legal representative and full ID documents |
Practical tip: There is generally no minimum capital required by law. We recommend setting a realistic capital amount to meet bank and supplier expectations and to reduce friction during account onboarding.
Foreign investors: visas, bank accounts, and operating from abroad
Non-resident shareholders can set up and operate a company remotely; we show the legal and banking basics.
Visas aligned to investment
We advise on visa paths that match your investment plan. An M Investor visa fits capital investment. An M Partner/Shareholder visa suits equity holders who need resident status.
An M Business visa allows market visits and negotiations but does not permit local employment. We review documents you must present for each visa type.
Bank account realities and local signatories
Registering a company does not require a local ID. Yet most banks ask that the legal representative hold a cédula de extranjería and a qualifying visa to open a corporate bank account.
We prepare the required document set and outline likely due-diligence timelines. This helps speed account onboarding and avoids repeated bank requests.
Incorporating remotely
You can file through e-registration platforms or grant an apostilled power of attorney to local counsel.
We arrange notarized powers, file with the Chamber, and coordinate tax registration so your entity is ready to operate while you remain abroad.
| Topic | Practical impact | What we do |
|---|---|---|
| Visa type | Determines residence and bank access | Recommend M Investor or M Partner/Shareholder and prep documents |
| Bank account | Often requires cédula de extranjería and visa | Compile ID, corporate documents, and KYC to minimize delays |
| Remote incorporation | Allows filing without travel | Manage e-registration or apostilled POA and local filings |
| Entity vs. branch | Branch ties liability to the parent | Advise on tax and liability so capital and operations align with law |
Compliance we plan for from day one
We start by securing tax and registry records so your entity can operate without surprises.
Tax and registries: DIAN, NIT, RUT, RUB, VAT
We register your company with DIAN to obtain a NIT and RUT and set VAT and corporate tax profiles. Filing on time avoids fines and keeps your operations active.
We also file the Beneficial Ownership Report (RUB) and renew the matrícula mercantil annually to maintain good standing.
Accounting and audit: NIIF/IFRS and auditor triggers
We implement NIIF/IFRS accounting from day one. That includes a chart of accounts and policies tailored to your company size.
Each year we test thresholds under law. For an S.A.S, we prepare to appoint a statutory auditor if assets exceed COP 6.5 billion or income exceeds COP 3.9 billion (2025).
Labor and payroll compliance
We enroll employees with EPS (health), AFP (pension), ARL (work risk), and the family compensation fund. Monthly withholdings and benefits accruals are calendared.
We draft internal work regulations when you reach five employees and monitor the SENA apprentice quota starting at twenty.
Sectoral and FX rules
We assess sectoral regulations such as SAGRILAFT or PTEE and build risk controls and reporting where required. We also register foreign capital with the Central Bank to protect repatriation rights.
| Compliance area | Immediate step | Frequency | Why it matters |
|---|---|---|---|
| DIAN / NIT / RUT | Register and set tax profile | Once, then updates | Enables invoicing and tax filings |
| Accounting / NIIF | Set chart of accounts | Ongoing monthly | Audit readiness and accurate tax returns |
| Labor registrations | Enroll EPS, AFP, ARL | At hiring, monthly payments | Legal compliance and employee protection |
| RUB / Central Bank | File ownership and investment reports | As required / annual | Transparency and FX repatriation protection |
Our practical promise: we calendar filings, meet audit triggers, keep bylaws and capital records ready, and advise the legal representative so the company meets all obligations from day one.
How to choose business structure Colombia with confidence
We match projected scale and liquidity needs with the legal option that minimizes friction.
Map your growth plan to the right legal entity
We align entity choice with your funding roadmap, governance needs, and exit timing. This helps set capital, share classes, and protective bylaws in advance.
Sequence the incorporation process
Follow five clear steps: pick the type, draft bylaws, register at the Chamber of Commerce, obtain the NIT, then open the bank account. We manage each step to speed filings and reduce errors.
Avoid common pitfalls
Watch transfer limits in an Ltda./SRL if you expect frequent ownership changes. Remember a branch makes the parent fully liable for local obligations.
- We prepare bylaws that pre-authorize share classes so you can issue stock quickly.
- We set capital levels to ease banking and vendor onboarding without overcommitting funds.
- We stage compliance — tax, payroll, and NIIF — to meet regulations while saving time and cost.
| Step | Why it matters | Our role |
|---|---|---|
| Entity type | Controls liability and transfer rules | Recommend optimal legal entity |
| Bylaws | Enable funding and shares | Draft protective provisions |
| NIT & bank | Permits invoicing and treasury | Coordinate filings and KYC |
Your next step toward the optimal Colombian legal structure
Let’s turn your plan into a clear registration roadmap that gets the company active fast.
We ask you to confirm the final entity—S.A.S., corporation, Ltda., partnership, or branch—and the initial capital amount. We then draft bylaws and align partners and investors on governance and limited liability terms.
Next we assign a legal representative who meets bank KYC, file with the Chamber Commerce, obtain the NIT, and open the corporate account in proper sequence. Expect ~5–10 business days for an S.A.S and ~3–5 weeks for Ltda./S.A.
Contact us to schedule a working session. We will deliver a timeline, responsibilities matrix, and a compliance handover so your company moves from registration to first transactions with confidence.
