Did you know that an S.A.S. can be fully set up in as few as five business days, letting companies move from idea to operations faster than many expect?
We walk you through the formal path under the Commercial Code and DIAN oversight so you know each step before you invest time or money. We cover name checks at the Superintendency of Industry and Commerce (SIC), choosing a legal form, drafting articles or deeds, and registering with the Chamber of Commerce.
We explain how to get the RUT/NIT at DIAN, register corporate books, and enable electronic invoicing. We also outline ongoing compliance—annual matrícula, NIIF accounting, RUB filing, and payroll registrations—so your company stays clear of tax blocks.
For foreign founders, we note remote formation options and apostilled powers of attorney, plus the common bank onboarding hurdle: a legal rep with local ID for account opening.
Key Takeaways
- One fast option, the S.A.S., can be formed in about 5–10 business days; deeded entities take weeks.
- We list the full sequence from SIC name check to DIAN electronic invoicing authorization.
- Compliance is ongoing: matrícula mercantil, NIIF accounting, RUB, and tax returns matter every year.
- Remote formation and apostilled POAs let foreign founders act without travel in many cases.
- Forming a separate legal entity gives limited liability and better access to contracts and banking.
Why incorporate in Colombia now: market benefits, legal certainty, and limited liability
We outline why forming a formal company in Colombia now unlocks clear market benefits and stronger legal certainty.
Forming a separate legal person gives your venture a NIT that lets it sign contracts, bid for tenders, and open bank accounts. That formal identity builds credibility with suppliers, clients, and banks.
The protection of limited liability is central. In S.A.S., Ltda., and S.A. forms, personal assets are generally shielded from company risk, and investors see lower personal liability exposure.
Regulatory updates and online channels at many Chambers speed setup and reduce ambiguity under Colombian law. Registered companies can issue DIAN-authorized electronic invoices, meet tax obligations, and build a credit history that supports growth.
- Credibility: a registered company wins larger clients and formal contracts.
- Protection: limited liability limits owners’ losses to contributions.
- Market access: formal entities can join tenders, secure financing, and attract investors.
We recommend formalizing when you plan to scale, hire talent, or seek external funding—those paths value the legal certainty and compliance footprint a company in Colombia provides.
Choosing the right company structure for your goals and risk profile
Selecting the correct entity shapes governance, investor appeal and everyday compliance. We focus on the most common types so you can match legal form to strategy and risk.
S.A.S. for flexibility and speed
S.A.S. is the go‑to stock company for startups and SMEs. It allows a single shareholder, has no minimum capital requirement, and is formed via private document.
This type reduces formalities, speeds go‑live, and supports vesting and future raises as a stock company.
Ltda. vs. S.A.: governance and fit
Ltda. suits closely held ventures with 2–25 partners. Liability is limited to contributions and governance stays relatively simple.
S.A. requires at least five shareholders and more formal governance. It fits larger ventures that expect institutional investors.
Other entities and when to use them
Partnerships (SCS/SCA) split general partners with unlimited liability and limited partners who risk only their investment.
A branch lets a foreign parent operate locally while keeping parent continuity. ESALs serve non‑profit aims and can receive donations.
- Choose S.A.S. for flexible ownership and fast setup.
- Pick Ltda. for stable partner groups and simpler governance.
- Use S.A. when you plan to scale and raise institutional capital.
We recommend weighing control, funding needs and liability exposure before you decide.
Colombian Business Incorporation Process Explained
Start by securing a unique corporate name with the Superintendency to avoid delays during registration. We check availability and reserve the name so you avoid conflicts that can block later filings.
Draft articles and bylaws
Next, prepare articles that state the capital, corporate purpose, domicile, governance, and duration. For an S.A.S. a private document suffices; Ltda. and S.A. require a public deed at a notary.
Register at the Chamber of Commerce
We submit articles, partners’ IDs, the legal representative’s acceptance, and the forms the chamber requires. Correct documentation speeds the registration step and avoids returns.
DIAN: RUT, NIT and e‑invoicing
After chamber registration, obtain the RUT to get your NIT number and tax profile. Then request DIAN’s electronic invoicing numbering.
«Clear name reservation, complete chamber commerce filings, and timely DIAN authorization keep formation on track.»
- Reserve name at SIC.
- Draft and notarize articles as required.
- Complete chamber commerce registration and get RUT/NIT.
Documents and legal requirements you must prepare before registration
Preparing the right paperwork in advance prevents common registration setbacks and speeds your go‑live date.
First, collect valid identification for founders and the legal representative. Add proof of a registered office address, such as a lease or a recent utility bill. Draft articles or bylaws with clear details on capital, quotas or shares and the company’s activities.
Investment, POA and foreign funds
If you bring in foreign funds, register the investment with Banco de la República to secure repatriation rights and document capital origin. Foreign founders can issue an apostilled power of attorney so a local attorney can complete filings on their behalf.
Corporate books and statutory records
Register mandatory corporate books at the Chamber: the shareholders/partners registry and minutes book as required by Decree 019 of 2012. Maintain precise records of contributions, shareholder numbers and partners’ allocations.
- Gather identification, address proof and the articles with capital figures.
- Register foreign investment to preserve repatriation and compliance evidence.
- Use an apostilled POA for remote filings when founders are abroad.
- Register shareholders/partners and minutes books immediately after formation.
Finally, align the company purpose with any sector permits you may need (health, environmental, or other specific licenses). We recommend keeping a clear trail of information and numbers used in filings to ease future changes and audits.
Timelines and costs you should budget for in the present regulatory context
We map realistic timelines so you can schedule hiring, leases, and vendor onboarding without surprises.
Typical timing: an S.A.S. usually goes from name check to NIT in about 5–10 business days. Deeded entities like Ltda. and S.A. commonly take 3–5 weeks because of notary and public deed steps.
Common cost buckets
Budget legal services starting near COP 2,847,000. Chamber of Commerce fees vary with authorized capital, roughly COP 500,000 to COP 1,500,000.
Notary authentications cost around COP 7,000 per document and public deed fees apply for deeded companies.
Practical tips and likely bottlenecks
- Hire professional services for drafting and filings to avoid rejections that raise the total amount spent.
- Plan for delays at deed execution and document acceptance; these are frequent hold-ups.
- Prepare extra certified copies for the chamber commerce, banks, and vendors when opening a corporate bank account.
«A modest contingency saves time and the extra amount you would pay for corrections.»
Key roles and compliance: legal representative, statutory auditor, books, and invoicing
Clear role definitions and steady compliance keep a company operational and trusted by regulators, banks, and clients. We focus on the people and records that matter most so you reduce liability and avoid fines.
Legal representative authority and the statutory auditor trigger
The legal representative signs contracts, represents the company before authorities, and handles banking. Choose someone reliable and reachable; their availability affects permits, account opening, and urgent filings.
We note that a statutory auditor (revisor fiscal) is mandatory for S.A. and Ltda. from the start. For S.A.S., it becomes required when thresholds are met (2025: gross assets over COP 6.5B or gross income over COP 3.9B).
Books, NIIF accounting and DIAN invoicing obligations
Register mandatory corporate books: the shareholders/partners registry and the minutes book. Keep them current to satisfy Chamber reviews and investor due diligence.
Maintain NIIF‑compliant accounting so tax returns, audits, and valuations are straightforward. Disciplined bookkeeping also simplifies payroll and employment filings for employees.
When you must issue DIAN electronic invoices, secure numbering authorization before the first sale. That step prevents tax blocks and speeds customer billing.
«Good role allocation and on-time registration of records are anchors of long-term compliance.»
- Assign a trustworthy representative to handle legal, banking, and government matters.
- Plan for a statutory auditor if your entity type or thresholds demand one.
- Register books and keep NIIF accounts to ease tax and employment obligations.
- Obtain DIAN e‑invoicing authorization before commercial operations begin.
Foreign investors: visas, remote setup, bank accounts, and operating from abroad
Many investors form a company from abroad, but they must handle visas, banking, and local representation carefully.
We outline practical visa pathways. The common M visas are M Investor, M Partner/Shareholder, and M Business. Holding the correct visa and a cédula de extranjería makes daily operations and bank access simpler.
Remote formation and powers of attorney
You can register a company colombia remotely via online Chamber platforms where available. Alternatively, use an apostilled power of attorney so a trusted lawyer files documents and completes registration.
Opening a corporate bank account
Bank requirements vary. Many banks ask that the legal representative present a Colombian ID and valid visa before they open a corporate bank account.
«Pre-validate bank requirements to avoid delays when onboarding an account.»
| Step | Typical requirement | Who handles it |
|---|---|---|
| Visa and cédula | M Investor / M Partner or M Business; cédula de extranjería | Founder |
| Remote registration | Online Chamber or apostilled POA | Local attorney |
| Bank onboarding | Representative ID, proof of company, tax ID | Representative / bank |
Register foreign investment with Banco de la República to secure repatriation rights. We usually recommend an S.A.S. for foreign founders because it balances flexibility, simple compliance, and speed.
Finally, appoint a reliable representative, keep local accounting up to date, and consult our visa guide for executives when you need detailed steps: visa and work permit guide.
Staying compliant after incorporation: taxes, RUB, labor, and sector permits
Post‑registration duties keep your company healthy and prevent interruptions to operations. We lay out the routine filings and employee steps that form your baseline compliance obligations.
Annual filings, NIIF books and the Beneficial Ownership Report
Renew the matrícula mercantil each year at the Chamber of Commerce and file all required tax returns, even when income is zero.
Keep NIIF accounting current and submit the RUB (Beneficial Ownership Report) on schedule. These registrations and records protect limited liability and smooth audits.
Employment onboarding, contributions and workforce thresholds
Enroll employees in health, pension, ARL, and family compensation funds from day one. Calculate and pay monthly contributions, and provide severance, bonuses, vacations and uniforms when applicable.
Note thresholds: companies with 5+ employees must adopt internal work regulations; those with 20+ must observe the SENA apprentice quota. Missing these rules risks fines and operational blocks.
- Checklist: annual commercial registration renewal, timely tax returns, RUB filing, and accurate NIIF books.
- Register staff for social security and pay monthly contributions on time.
- Confirm sector and municipal permits for your activities (e.g., health permits for restaurants).
«A quarterly compliance review and clear internal workflows reduce liability and keep services running.»
For a practical guide on payroll and legal labor steps, see our labor requirements.
Set your Colombian company on solid ground today
Secure a smooth launch by sequencing registrations, banking, and permits into a single, practical timeline. We map the essential steps so your company in Colombia goes live with minimal rework and correct tax onboarding. Apostamos por un enfoque integral que considere las particularidades del entorno colombiano. A través de nuestras estrategias de entrada al mercado colombiano, garantizamos que tu empresa no solo cumpla con los requisitos legales, sino que también esté bien posicionada para competir en el sector. Esto te permitirá enfocarte en crecer y expandir tus operaciones desde el primer día.
Our services cover structure selection, bylaws drafting, Chamber filings, DIAN setup, and invoicing authorization. We also handle payroll, health permits, and employment compliance so you stay audit‑ready.
Benefit from expert-led setup: fewer rejections, faster access to customers and finance, and clearer liability limits for partners and investors. Contact us to scope your case, confirm documents, and start the incorporation step this week.
