Fri, 10 May 2024 13:50:00 -0700WeeblyMon, 16 Mar 2015 20:37:26 GMThttp://medellinlegal.com/articles/how-to-create-a-sas-in-colombia-10-steps-in-10-daysby Dora Restrepo
dora@medellinlegal.com

There are many reasons for a foreign individual to create a company in Colombia.  The most appropriate type of company for most foreigners is called a SAS (Sociedad por Acciones Simplificadas).  For example your SAS may entitle you to a visa to work or live in Colombia, there may be possible tax or other reasons to hold your real estate in a SAS, and a SAS is also necessary for most business purposes you may wish to carry out in Colombia.

10 steps for a foreigner to create a SAS in Colombia with the assistance of a lawyer. 

Foreign investors in Colombia interested in creating a SAS (like an LLC-USA/Ltd. Company-Canada), you must perform the following 10 procedures and processes: 

1. EMPOWER A LAWYER: You must execute and deliver power (power of attorney) to a legal Colombian representative or your attorney so that on your behalf, he/she can sign the act of incorporation of the SAS (when a single shareholder) or the agreement establishing SAS (with several shareholders), and perform all other signing procedures related to this purpose. 

The power of attorney must be signed/authenticated at any notary of Colombia by personally presenting the foreign investor (with their passport) in addition to the attorney presenting their cedula and professional legal card/registration and paying the sum of the amount of the act ($5.000-$10.000 pesos).  The notary signs the power of attorney, and the document is recognized. 

COST:  $10.000 COP ($5 USD) in addition to your legal/advisory fees. 

2.  NAME QUERY: A query for the name of the SAS must be made prior to registration.  You cannot have a company with the same name of an existing company in Colombia.  It is done easily and immediately at the following link:http://www.rues.org.co. 

COST:  $0 

3.  DEVELOPMENT OF STATUTES: The lawyer or attorney drafts statutes that will govern the company, according to the interests of investors and Colombian law. The most important thing the investor should consider is the number and details of shareholders, names, nationalities, identification numbers, addresses, phone, email, the amount of initial capital, the number and value of shares, identification legal representative and powers, whether to limit those powers or not, the address of the company, the phone company and the address of the commercial establishment (it could be a home office to start). 

COST:  This process has a cost depending on the complexity of the SAS (could range from $500.000 to $1.000.000+ COP to do properly, and takes about 2-3 days for your lawyer to complete).

4. PREPARE THE LETTER OF ACCEPTANCE OF RESPONSIBILITIES - CAN BE LEGAL REPRESENTATIVE, GENERAL MANAGER OR FINANCIAL AUDITOR:  The legal representative (or your lawyer) must prepare written documents by which either a) the legal representative of the SAS, b) the owner/general manager c) or the auditor (not required) will accept positions of responsibility within the SAS.  These appointments are vital, as are those who act on behalf of the society could make commitments and decision on behalf of the SAS.  These documents must be signed by those who accept the position of legal representative or manager, and financial auditor (if necessary).   It can be done in conjunction with the statutes (see #3) in the same letter, or in a separate document. 

COST: No cost other than those charged by your lawyer/advisors. 

5. COMPLETE THE “PRERUT” OF THE SAS WITH DIAN: Rut = Registro Unico Tributario = Unique Tax Registration Number.  DIAN = The Colombian Tax Authority.  A lawyer with power of attorney must process the pre-RUT of the SAS, which is the document that the tax obligations of the company are tied to.  This process is finished with the SAS being granted a “NIT” (Numero de Identificacion Tributaria) from DIAN which is your Tax ID number.  At this stage of “Pre-RUT” the NIT is for the moment only provisional.  This procedure can be performed completely online at the following link:https://muisca.dian.gov.co/WebRutMuisca/DefInscripRutCamNatPortal.facesand completing the forms, or can be performed directly at the offices of the DIAN, with the assistance of onsite staff accompanied your lawyer. 

COST:  The processing of this form has no cost (other than legal fees charged by your lawyer) and can be processed immediately. However, involvement from an accountant may be necessary at this stage depending on the complexity of the SAS and could incur fees as a result. 

6. COMPLETE THE “RUES” FORMS: RUES = Registro Unico Empresial y Social.  These forms are purchased at the Camera de Comercio (Chamber of Commerce) in the amount of $4.300 each x2, and will contain all the information about the SAS and must be signed by the legal representative or attorney of the shareholder(s) of the SAS. This procedure can be performed immediately, knowing all the information with no additional costs other than the forms themselves. 

COST:  $8.600 COP in addition to legal/professional fees. 

7. SUBMIT TO THE CHAMBER OF COMMERCE THE FOLLOWING: THE STATUTES, THE LETTERS OF ACCEPTANCE, 2x RUES FORMS, THE PRE-RUT, POWER OF ATTORNEY, AND COPY OF THE CERTIFICATE OF LEGAL REPRESENTATIVE:  All these documents must be presented in person by the legal representative (and/or your lawyer) to the Chamber of Commerce. This registration has a cost that must be paid at the time of registration and will carry fees depending on the assets/capital that the SAS will be started with.  For example, a company with assets of $75 million pesos, pays for this process the sum of $887.000 COP.  If everything has been done correctly the SAS will be created within 24 hours or the file will be returned back to the legal representative to fulfill any other requirements if necessary. 

COST:  Fixed costs from the Chamber of Commerce will vary in addition to legal/professional fees. 

8. OPEN A BANK ACCOUNT IN THE NAME OF THE SAS:  Must be done at a Colombian bank by the shareholder(s), or by the legal representative of the shareholder(s), by delivering to the bank the Certificate of Existence and Representation (Certificado de Existencia y Representacion) issued by the Chamber of Commerce.  You must also deliver a “balance inicial” (a letter describing the initial financial state of the SAS) prepared by an accountant, the professional card and number of your accountant, a photocopy of the identity card of the legal representative or shareholder(s), pre-RUT and NIT, and a minimum initial amount of $300,000 in the case of Bancolombia.  You can process this immediately and open the account in the same day. 

COST:  The only additional fees will be monthly corporate banking fees charged by Bancolombia and the professional fees of your accountant for the “balance inicial” ($200.000-$500.000 depending on complexity of the SAS) and your lawyer fees. 

9. DELIVERY OF BANK CERTIFICATION TO DIAN:  At this point you request this letter from your bank stating the existence of your banking relationship and associated account numbers and deliver this to DIAN within 15 days (max).  If you fail to complete this in time you will need to apply for another RUT/NIT from DIAN and return to step #5.  There is no fixed cost to the process but it should be done in person at the offices of the DIAN by your lawyer and you will receive confirmation immediately if the process has been done correctly because the pre-RUT now becomes a RUT. 

10. REGISTER THE RUT WITH THE CHAMBER OF COMMERCE:  Your lawyer or legal representative will now register the definitive RUT/NIT with the Chamber at no cost and with immediate confirmation.

(Total average time to complete this entire process is 7-10 working days.)

Congratulations you are now officially the owner of a Colombian company which can be used to carry out a wide variety of business activities in Colombia and can also serve for a range of visa/immigration purposes. 

It would be my pleasure to assist you with your legal necessities in Colombia, please contact me at any time for more information and references from past clients.

Dora Restrepo

Attorney Specialized in Commercial, Immigration and Real Estate Law
Registered with the Superior Judiciary Council of Colombia
Professional Card Number: 188617

dora@medellinlegal.com
drestrepo@casacol.co



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