Colombia Sociedad por Acciones Simplificada lawyer
Law Offices of SRIS, P.C. assists US-based entrepreneurs, investors, and companies with cross-border matters involving the Colombian Sociedad por Acciones Simplificada (SAS). The SAS is a flexible, limited-liability corporate form widely used in Colombia for new ventures, holding structures, and subsidiaries of foreign businesses. Our firm provides US-law counsel on the American side of an SAS-based structure—entity choice, tax planning, compliance, and cross-border contracts—while coordinating with Colombian-licensed Of Counsel for the local incorporation and governance requirements. For a consultation on how an SAS may fit your US–Colombia business objectives, call (888) 437-7747.
What a Colombian Sociedad por Acciones Simplificada (SAS) Is
The Sociedad por Acciones Simplificada is a Colombian corporate vehicle created by Law 1258 of 2008. It is a simplified stock corporation that can be formed by a single shareholder (individual or entity) and offers limited liability, flexible capital structure, and streamlined governance. Unlike a traditional Colombian sociedad anónima, an SAS does not require a minimum number of shareholders, a board of directors, or a statutory auditor unless certain asset or revenue thresholds are met. The SAS has become the default choice for startups, holding companies, and foreign subsidiaries entering the Colombian market.
From a US perspective, an SAS is treated as a separate legal entity for US tax and liability purposes. A US person or company that owns an SAS must consider US reporting obligations, controlled-foreign-corporation rules, and the interaction between Colombian corporate law and US federal and state law. Our firm advises on the US-side structuring, including the choice of a US parent entity, intercompany agreements, and compliance with US securities and anti-money-laundering requirements.
How Mr. Sris and His Of Counsel Network Handle SAS Matters
Mr. Sris, the firm’s founder and managing attorney, leads the US-law side of every SAS engagement. He is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York, and he draws on decades of experience with cross-border business transactions. For the Colombian-law aspects—incorporation, bylaws, registration with the Colombian Chamber of Commerce, and local tax and labor compliance—the firm collaborates with Eric Duport Jaramillo, Of Counsel, admitted to practice law in Colombian bar and not admitted in any US state bar; his role is limited to Colombia-law matters in collaboration with the US-admitted attorneys of the firm.
This division of responsibility ensures that every element of an SAS-based structure receives counsel from an attorney licensed in the relevant jurisdiction. Mr. Sris handles the US entity formation, operating agreements, US tax elections, and any US regulatory filings. Mr. Duport Jaramillo, working from the firm’s location in Pereira, Colombia, prepares the Colombian incorporation documents, obtains the necessary Colombian tax identification, and advises on local governance. The two sides coordinate closely so that the US and Colombian components align from the outset.
About Mr. Sris and the Law Offices of SRIS, P.C. Of Counsel Network
Mr. Sris founded Law Offices of SRIS, P.C. in 1997. He is a former prosecutor and is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York. Over more than two decades, he has built a practice that serves international clients with US legal needs, including cross-border corporate structuring, immigration, and family law. Mr. Sris 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).
For Colombia-related matters, the firm works with Eric Duport Jaramillo, Of Counsel, admitted to practice law in Colombian bar and not admitted in any US state bar. Mr. Duport Jaramillo’s practice with the firm is limited to Colombia-law matters and to serving as a liaison for international clients with the US-licensed attorneys of the firm. Together, Mr. Sris and his Of Counsel bring extensive combined legal experience to cross-border SAS engagements.
Frequently Asked Questions
What is a Colombian Sociedad por Acciones Simplificada?
A Colombian Sociedad por Acciones Simplificada (SAS) is a simplified stock corporation that can be formed by a single shareholder, offers limited liability, and allows flexible internal governance. Created by Colombian Law 1258 of 2008, the SAS has become the most popular corporate form for new businesses in Colombia because it eliminates many of the formalities required of a traditional sociedad anónima. It is frequently used by foreign investors as a subsidiary or holding vehicle.
Do I need a Colombian lawyer to form an SAS?
Yes, the incorporation of an SAS must be handled by a lawyer licensed in Colombia. Colombian law requires that the private document of incorporation be prepared and registered by a Colombian-admitted attorney. Law Offices of SRIS, P.C. collaborates with Eric Duport Jaramillo, Of Counsel, who is admitted in Colombian bar and not admitted in any US state bar, to handle the Colombian incorporation and local compliance. The firm’s US-licensed attorneys manage the US-side structuring and coordination.
How does the firm help a US company that wants to use an SAS in Colombia?
We provide US-law counsel on the parent-company structure, tax planning, intercompany agreements, and US regulatory compliance, while our Colombian Of Counsel handles the local incorporation and governance. Mr. Sris advises on the choice of US entity, US tax elections, and any required US filings. Mr. Duport Jaramillo prepares the Colombian incorporation documents, registers the SAS with the Colombian Chamber of Commerce, and advises on Colombian corporate and tax obligations. The two sides work together to ensure the overall structure is coherent.
What are the main benefits of an SAS for a US investor?
An SAS offers limited liability, a single-shareholder structure, no minimum capital requirement, and flexible governance, making it an efficient vehicle for a US person or entity to operate in Colombia. The SAS can be formed quickly, does not require a board of directors or statutory auditor in many cases, and allows the shareholder to define the internal rules in the bylaws. From a US perspective, the SAS is treated as a foreign corporation, and the US owner must comply with US tax and reporting rules, which our firm addresses.
Can Mr. Sris personally handle the Colombian incorporation?
No, Mr. Sris is not admitted to practice Colombian law. He is licensed only in Virginia, Maryland, the District of Columbia, New Jersey, and New York. The Colombian incorporation and all Colombian-law matters are handled by Eric Duport Jaramillo, Of Counsel, who is admitted in Colombian bar and not admitted in any US state bar. Mr. Sris oversees the US-side aspects and coordinates with Mr. Duport Jaramillo to ensure a seamless cross-border engagement.
How do I get started with an SAS-based structure?
Contact Law Offices of SRIS, P.C. at (888) 437-7747 to schedule a consultation. During the initial discussion, Mr. Sris will review your US business objectives and explain how the firm’s US-law counsel and Colombian Of Counsel can work together. There is no obligation, and the consultation is by appointment only. The firm will then outline the steps for both the US and Colombian sides of the engagement.