incorporate company in Colombia
Incorporating a company in Colombia involves Colombian corporate law administered through the Cámaras de Comercio, with vehicle options including the SAS (Sociedad por Acciones Simplificada), S.A., and S.R.L., each carrying distinct capital, governance, and liability structures. For US-based investors, entrepreneurs, and businesses, establishing a Colombian entity raises cross-border considerations — US tax reporting obligations under the Internal Revenue Code, anti-corruption compliance under the Foreign Corrupt Practices Act (FCPA), OFAC sanctions screening, and structuring decisions that can affect both the US parent and the Colombian subsidiary. Law Offices of SRIS, P.C. advises clients on the US-law dimensions of incorporating in Colombia. Colombian-law aspects — including entity formation before the Cámara de Comercio, Registro Único Tributario (RUT) registration, and compliance with Colombian corporate governance requirements — are handled through our Colombia-admitted Of Counsel. To discuss the US-side considerations of incorporating a company in Colombia, reach Law Offices of SRIS, P.C. at (888) 437-7747.
What Incorporating a Company in Colombia Covers
Incorporating a company in Colombia requires navigating the Colombian Commercial Code (Código de Comercio) and complementary statutes administered by the Superintendencia de Sociedades, the Cámaras de Comercio, and the Dirección de Impuestos y Aduanas Nacionales (DIAN). The most widely used vehicle for foreign investors is the Sociedad por Acciones Simplificada (SAS), introduced by Ley 1258 de 2008. The SAS offers flexibility in capital structure, governance, and operational formalities — it can be formed by a single shareholder (whether an individual or a legal entity, domestic or foreign), does not require a minimum capital amount, and permits broad freedom in designing the bylaws (estatutos). Alternative structures include the Sociedad Anónima (S.A.), which requires a minimum of five shareholders and a more rigid governance framework, and the Sociedad de Responsabilidad Limitada (S.R.L.), which caps the number of partners and imposes restrictions on the transferability of ownership interests.
For a US-based investor, the incorporation process involves parallel workstreams in Colombia and the United States. On the Colombian side, the entity is constituted through a private document or public deed, registered with the Cámara de Comercio in the jurisdiction where the company will have its domicile, and enrolled with the DIAN for issuance of a NIT (Número de Identificación Tributaria). On the US side, depending on the structure and ownership percentage, the investor may have Form 5471 (Information Return of U.S. Persons With Respect to Certain Foreign Corporations), FBAR (FinCEN Form 114), and other reporting obligations. The US-Colombia tax treaty — the Convention for the Avoidance of Double Taxation, signed in 2013 and in force as of 2015 — provides mechanisms to mitigate double taxation, but its application depends on the specific entity classification and the nature of the income streams. Law Offices of SRIS, P.C. advises on the interplay between the Colombian incorporation structure and US tax compliance requirements.
How Mr. Sris and His Of Counsel Network Handle Colombian Incorporation Matters
Cross-border incorporation matters are handled through a US-law and Colombian-law division, with Mr. Sris advising on the US-side implications and Colombia-admitted Of Counsel handling Colombian entity formation. The typical engagement begins with a structuring consultation: Mr. Sris, admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York, reviews the investor’s US objectives — whether this is a holding company structure, an operating subsidiary, a vehicle for a specific contract or concession, or a personal investment — and identifies the US tax, reporting, and compliance issues the structure will trigger. This analysis covers the controlled foreign corporation (CFC) rules under Subpart F of the Internal Revenue Code, FCPA exposure if the Colombian entity will interact with government officials or state-owned enterprises, and any applicable OFAC sanctions considerations.
On the Colombian side, Eric Duport Jaramillo, Of Counsel for Colombia matters, coordinates the entity formation process. Mr. Duport Jaramillo is licensed in Colombia and is not admitted in any US state bar. His practice with Law Offices of SRIS, P.C. is limited to matters of Colombian law and to serving as a liaison for international clients with US-licensed attorneys at the firm. The Colombian-side work includes drafting and filing the estatutos (bylaws), registering the entity with the Cámara de Comercio, obtaining the NIT from the DIAN, opening a Colombian bank account, and ensuring compliance with Colombian corporate governance and reporting obligations. The US-law and Colombian-law workstreams are handled separately, with each attorney operating within the boundaries of their respective licensure. Clients may contact our location in Pereira, Colombia, by appointment only, at +57 63419197.
About Mr. Sris and the SRIS Of Counsel Network
Mr. Sris, Owner and Founder of Law Offices of SRIS, P.C., founded the firm in 1997 and is admitted to practice law in Virginia, Maryland, the District of Columbia, New Jersey, and New York. As a former prosecutor, Mr. Sris brings extensive experience advising US-based clients on cross-border transactional and compliance matters. He testified before the Virginia House Courts of Justice Committee in support of 2019 HB 635 (chief patron Del. David Bulova), the bill that became the 2019 revision to Va. Code § 20-107.3(g). Mr. Sris and his Of Counsel bring extensive combined legal experience across US and foreign jurisdictions.
Eric Duport Jaramillo serves as Of Counsel for Colombia matters. Mr. Duport Jaramillo is licensed in Colombia and is not admitted in any US state bar. His practice with Law Offices of SRIS, P.C. is limited to matters of Colombian law and to serving as a liaison for international clients with US-licensed attorneys at the firm. A former Minister Counselor at the Embassy of Colombia to the European Union and former Executive President of the Pereira Chamber of Commerce, Mr. Duport Jaramillo brings substantial institutional knowledge of Colombian corporate and commercial practice to the firm’s cross-border incorporation work. Law Offices of SRIS, P.C. is a US law firm with an international clientele. The firm collaborates with foreign-jurisdiction Of Counsel attorneys on matters involving foreign law. No attorney in the firm or its Of Counsel network practices law in a jurisdiction where they are not admitted.
Frequently Asked Questions
What is the most common entity type for foreign investors incorporating in Colombia?
The Sociedad por Acciones Simplificada (SAS), established by Ley 1258 de 2008, is the most widely used entity type for foreign investors incorporating in Colombia due to its flexibility in capital structure, single-shareholder capability, and streamlined formation requirements. The SAS can be formed by one or more shareholders — individuals or legal entities, Colombian or foreign. There is no statutory minimum capital, and the bylaws (estatutos) can be tailored extensively to the investor’s needs. The SAS is registered through a private document (unless real property is contributed, in which case a public deed is required) filed with the Cámara de Comercio. This contrasts with the S.A., which requires at least five shareholders and a more rigid governance structure with a board of directors and statutory auditor (revisor fiscal) in most cases. For guidance on which structure fits your specific cross-border objectives, contact Law Offices of SRIS, P.C. at (888) 437-7747.
Do I need a Colombian partner or representative to incorporate?
Colombian law permits 100% foreign ownership of Colombian entities — a local partner is not required — but the entity must appoint a legal representative (representante legal) who is a Colombian resident or holds a valid Colombian visa with work authorization. The legal representative is responsible for executing the corporate purpose, representing the entity before Colombian authorities, and ensuring compliance with Colombian corporate obligations. For foreign investors who do not have a resident individual to serve in this role, professional legal representation services are available through Colombia-admitted counsel. Eric Duport Jaramillo, Of Counsel for Colombia matters at Law Offices of SRIS, P.C., advises on the legal representative requirement. Mr. Duport Jaramillo is licensed in Colombia and is not admitted in any US state bar. For a consultation on cross-border incorporation, reach us at (888) 437-7747.
What are the US tax implications of owning a Colombian company?
US persons who own 10% or more of a Colombian entity generally have reporting obligations including Form 5471 (Information Return of U.S. Persons With Respect to Certain Foreign Corporations) and FinCEN Form 114 (FBAR) if the entity maintains a Colombian bank account over the reporting threshold. The US-Colombia tax treaty provides mechanisms to avoid double taxation, but the treaty’s application depends on entity classification, residency determinations, and the character of the income. Controlled foreign corporation (CFC) rules under Subpart F may apply to certain types of passive or mobile income earned by the Colombian entity, potentially triggering current US taxation even if the earnings are not distributed. Mr. Sris advises clients on these US-side tax and reporting obligations in coordination with the client’s CPA or tax preparer. For guidance on the US tax implications of incorporating in Colombia, call (888) 437-7747.
Does FCPA compliance apply to a Colombian subsidiary?
Yes — the Foreign Corrupt Practices Act can apply to a Colombian subsidiary of a US company, and US parent companies can face liability for the actions of their foreign subsidiaries under certain circumstances. The FCPA has broad jurisdictional reach. Under 15 U.S.C. § 78dd-1, US issuers are subject to the FCPA’s anti-bribery and books-and-records provisions. Under 15 U.S.C. § 78dd-2, domestic concerns — including US citizens and entities organized under US law — are covered. Under 15 U.S.C. § 78dd-3, certain foreign persons and entities acting in furtherance of a corrupt payment while in US territory may also be subject to liability. A US parent company can face FCPA enforcement action based on the conduct of its Colombian subsidiary if the parent authorized, directed, or knowingly participated in the conduct. Law Offices of SRIS, P.C. advises on FCPA compliance programs for US companies with Colombian operations. Reach us at (888) 437-7747.
How long does it take to incorporate a company in Colombia?
The timeline for incorporating a company in Colombia varies based on the entity type, completeness of documentation, and the processing times at the applicable Cámara de Comercio. An SAS formed through a private document can typically be constituted more quickly than an S.A. requiring a public deed. The key steps — preparation of estatutos, registration with the Cámara de Comercio, NIT issuance by the DIAN, and bank account opening — each have their own processing windows, which depend on the specific Cámara de Comercio’s workload and the responsiveness of Colombian regulatory authorities. Our Colombia-admitted Of Counsel coordinates the entity formation process and provides realistic timeline estimates based on the specific jurisdiction within Colombia where the entity will be domiciled. For a consultation on Colombian incorporation, contact Law Offices of SRIS, P.C. at (888) 437-7747.
Can I incorporate in Colombia remotely without traveling there?
Yes — it is generally possible to incorporate a Colombian entity without the foreign investor traveling to Colombia, provided that a Colombia-admitted attorney handles the formation process and the investor executes the required documents with the appropriate formalities. Documents executed outside Colombia for use in Colombian corporate formation typically require either an apostille (if the country of execution is a party to the 1961 Hague Apostille Convention, as both the United States and Colombia are) or consular legalization. The estatutos, powers of attorney, and foreign-entity incorporation documents (if a foreign legal entity is the shareholder) must be duly authenticated before they are accepted by the Colombian Cámara de Comercio. Eric Duport Jaramillo, Of Counsel for Colombia matters, coordinates remote incorporations for US and international clients. Mr. Duport Jaramillo is licensed in Colombia and is not admitted in any US state bar. To discuss the details of your Colombian incorporation, call (888) 437-7747.
Mr. Sriskandarajah, Owner and Founder of Law Offices of SRIS, P.C., founded the firm in 1997. He is admitted to practice law in Virginia, Maryland, the District of Columbia, New Jersey, and New York. As a former prosecutor, he advises US-based clients on the cross-border dimensions of entity formation, tax compliance, and anti-corruption compliance. This page was prepared as part of SRIS’s knowledge resource on cross-border incorporation. Law Offices of SRIS, P.C. is a US law firm with an international clientele. The firm collaborates with foreign-jurisdiction Of Counsel attorneys — including Eric Duport Jaramillo, licensed in Colombia and not admitted in any US state bar — on matters involving foreign law. No attorney in the firm or its Of Counsel network practices law in a jurisdiction where they are not admitted.