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Annual compliance for Colombian companies and branches: renewal, accounts, meeting, reserves, tax and registries

Last verified: 2026-10-26 · Status: Stable

A Colombian company runs a fixed yearly cycle: close the books on 31 December, renew the chamber of commerce matrícula by 31 March, hold the ordinary meeting within three months of year end (by default for an S.A.), deposit approved statements at the chamber within a month, and file the income tax return with the first instalment in May and the second in July. Larger or requested companies also report to Supersociedades in April and May, and every company sets aside 10 percent of profits for the legal reserve. Beneficial ownership data is checked every quarter and RUT changes must be filed within a month.

USD figures use the TRM (tasa representativa del mercado) of COP 3,158.43 per US dollar, valid 24 to 26 October 2026, from the official TRM series published by the Superintendencia Financiera on the national open data portal. Conversions are for orientation only.

Key facts

Annual deadline to renew the commercial registration (matrícula mercantil)	31 March (first three months of each year) textCódigo de Comercio art. 33, as of 2026-10-26 · in force
Maximum annual matrícula fee, 2026	12110000 COPDecreto 1074 de 2015 art. 2.2.2.46.1.1, as of 2026-10-26 · in force
Months after year end to hold the ordinary meeting when bylaws are silent (S.A. rule)	3 monthsCódigo de Comercio art. 422, as of 2026-10-26 · in force
Date the ordinary meeting convenes by its own right if not called	First business day of April, 10 a.m. textCódigo de Comercio art. 422, as of 2026-10-26 · in force
Deadline to deposit approved financial statements at the chamber of commerce	1 monthsLey 222 de 1995 art. 41, as of 2026-10-26 · in force
Total assets or income above which a company falls under Supersociedades supervision	789390.6 UVTDecreto 1074 de 2015 art. 2.2.2.1.1.1 (Decreto 2642 de 2022), as of 2026-10-26 · in force
2026 window to file 2025 year end financial statements in SIRFIN (by last two NIT digits)	13 April to 11 May 2026 textSuperintendencia de Sociedades CURIF 2026, as of 2026-10-26 · in force
Share of net profits set aside each year to the legal reserve	10 %Código de Comercio art. 452, as of 2026-10-26 · in force
Month in which non large companies file the income tax return and pay the first instalment	May (second instalment in July) textDecreto 1625 de 2016 art. 1.6.1.13.2.12 (Decreto 2229 de 2023), as of 2026-10-26 · in force
Deadline to update the RUT after a change	1 monthsEstatuto Tributario art. 658-3 num. 3, as of 2026-10-26 · in force
Deadline to update the RUB after a change found at the quarterly check dates	1 monthsDIAN Resolución 164 de 2021 art. 11, as of 2026-10-26 · in force
Unidad de Valor Tributario (UVT), 2026	52374 COPDIAN Resolución 238 de 2025, as of 2026-01-01 · in force
TRM used for USD conversions (valid 24 to 26 October 2026)	3158.43 COP per USDOfficial TRM series, Superintendencia Financiera de Colombia, as of 2026-10-24 · in force

The rule

1. Every company and branch renews its matrícula mercantil every year within the first three months, that is by 31 March, and reports to the chamber any change of domicile or other change in its business. The renewal fee is charged in UVB on ordinary assets under the national scale and is paid within the same three months.
Cost to do it: 2026 scale: assets up to COP 78,715,000 pay COP 24,220 plus COP 8,477 per COP 1,000,000; assets of COP 78,715,000 to COP 302,750,000 pay COP 575,225 plus COP 4,238.5 per COP 1,000,000 above COP 78,715,000; the top fee is capped at COP 12,110,000 (US$3,834.18).
Example: Ordinary assets of COP 300,000,000: COP 575,225 plus 221.285 times COP 4,238.5, about COP 1,513,142. / About US$479.08.Código de Comercio (Decreto 410 de 1971); Decreto 1074 de 2015 as amended by Decreto 45 de 2024, Código de Comercio art. 33; Decreto 1074 art. 2.2.2.46.1.1 and par., 1971-03-27 official text · verified 2026-10-26

2. At the end of each financial year, and at least once a year on 31 December, companies close their accounts and prepare and publish general purpose financial statements, certified by the legal representative and the public accountant who prepared them, and accompanied by the auditor's opinion where there is one (dictaminados). A parent company also prepares consolidated financial statements.Ley 222 de 1995, Art. 34, art. 35, art. 37 and art. 38, 1995-12-20 official text · verified 2026-10-26

3. The ordinary meeting of shareholders or partners is held at least once a year; in an S.A. it meets on the bylaw date or, if the bylaws are silent, within three months after the year end, and if not called it meets by its own right on the first business day of April at 10 a.m. Administrators present a management report (including operations with shareholders and administrators, post year end events and compliance with intellectual property rules), the financial statements with notes, a profit distribution proposal and the auditor's opinions. Notice for an S.A. meeting approving year end accounts is 15 business days; an SAS uses five business days by default and its sole shareholder may approve the accounts by recording them in the minute book. Limited liability companies and SAS apply the S.A. rules where their own law and bylaws are silent.Código de Comercio (Decreto 410 de 1971); Ley 222 de 1995; Ley 1258 de 2008, Código de Comercio art. 181, art. 372, art. 422 and art. 424; Ley 222 art. 46 and art. 47; Ley 1258 art. 20, art. 37 and art. 45, 1971-03-27 official text · verified 2026-10-26

4. Within one month after approval, a copy of the general purpose financial statements, with notes and any auditor's opinion, is deposited at the chamber of commerce of the domicile, which keeps them for five years and gives copies to anyone who pays; statements deposited with Supersociedades need not also be deposited at the chamber.Ley 222 de 1995 as amended by Decreto Ley 19 de 2012, Art. 41, 1995-12-20 official text · verified 2026-10-26

5. Supersociedades collects year end financial statements through its SIRFIN system from the companies it requires to report. For 2025 statements, the 2026 calendar ran from 13 April to 11 May 2026 by the last two digits of the NIT, with consolidated or combined statements due by 29 May and supporting documents within two business days after each deadline. A company falls under Supersociedades supervision when total assets or total income at year end exceed 789,390.6 UVT, starting on the first business day of April of the following year.
Example: At the 2026 UVT of COP 52,374 the supervision threshold is about COP 41,343,543,284 of assets or income (for orientation; the UVT of the relevant year applies). / About US$13.09 million.Superintendencia de Sociedades, CURIF 2026; Decreto 1074 de 2015 as amended by Decreto 2642 de 2022, CURIF ch. I, reports 01 and 01-A; Decreto 1074 art. 2.2.2.1.1.1, 2022-12-30 official text · verified 2026-10-26

6. Companies set aside 10 percent of net profits each year until the legal reserve reaches 50 percent of subscribed capital; the Ltda. and branches follow the same rule. Without a 78 percent majority of shares represented, an S.A. or Ltda. must distribute at least 50 percent of net profits, or 70 percent if reserves exceed subscribed capital; an SAS is exempt from those minimum distribution rules unless its bylaws adopt them. Declared dividends are paid in cash within one year and become a debt of the company that partners can enforce.Código de Comercio (Decreto 410 de 1971); Ley 1258 de 2008, Código de Comercio art. 155, art. 156, art. 371, art. 452, art. 454 and art. 476; Ley 1258 art. 38, 1971-03-27 official text · verified 2026-10-26

7. Companies that are not large taxpayers file the income tax return and pay the first of two equal instalments in May, between the seventh and the sixteenth business day according to the last digit of the NIT, and pay the second instalment in July on the same business day pattern. Large taxpayers follow a separate calendar.
Example: A company whose NIT ends in 1 files and pays the first instalment by the seventh business day of May and the second by the seventh business day of July; one ending in 0 has until the sixteenth business day of each month.Decreto 1625 de 2016 as replaced by Decreto 2229 de 2023, Art. 1.6.1.13.2.11 and art. 1.6.1.13.2.12, 2023-12-22 official text · verified 2026-10-26

8. Every year the company tests whether it needs a revisor fiscal: one is mandatory if gross assets at 31 December of the previous year reach 5,000 monthly minimum wages or gross income for that year reaches 3,000 (COP 8,754,525,000 or COP 5,252,715,000 at the 2026 minimum wage of COP 1,750,905). At each year end it also checks the going concern hypothesis; failing it is a dissolution ground and requires the administrators to call the meeting at once.
Example: Thresholds of about US$2,771,796 of assets or US$1,663,078 of income.Ley 43 de 1990; Ley 2069 de 2020; Decreto 1469 de 2025, Ley 43 art. 13 par. 2; Ley 2069 art. 4; Decreto 1469 art. 1, 1990-12-13 official text · verified 2026-10-26

9. Tax registry data must be updated within one month after the change. A late RUT update is fined one UVT per day of delay, or two UVT per day when it concerns the address or economic activity, and false, incomplete or wrong RUT data is fined 100 UVT. Beneficial ownership information in the RUB is checked on the first day of January, April, July and October and updated within the following month if anything changed.
Cost to do it: 2026 UVT COP 52,374: one UVT per day is COP 52,374 (US$16.58); 100 UVT is COP 5,237,400 (US$1,658.23).Estatuto Tributario; DIAN Resolución 164 de 2021, ET art. 658-3 num. 3 and num. 4; Res. 164 art. 11, 2021-12-27 official text · verified 2026-10-26

10. Any change in a registered control situation or business group, such as a new parent after an acquisition, must also be registered in the Registro Mercantil.Ley 222 de 1995, Art. 30 par. 2, 1995-12-20 official text · verified 2026-10-26

When	What	Rule
1 January, 1 April, 1 July, 1 October	Check beneficial ownership data; update within a month if changed	Resolución 164 de 2021 art. 11
31 December	Close accounts; going concern and auditor threshold tests	Ley 222 de 1995 art. 34; Ley 2069 de 2020 art. 4; Ley 43 de 1990 art. 13
By 31 March	Renew matrícula and pay the fee	Código de Comercio art. 33
Within 3 months of year end (S.A. default)	Ordinary meeting approves accounts, report and profits	Código de Comercio art. 422
First business day of April	Meeting by its own right if not called	Código de Comercio art. 422
April to May (2026: 13 April to 11 May)	Supersociedades SIRFIN year end report if required	CURIF 2026
May, 7th to 16th business day by NIT	Income tax return and first instalment	Decreto 1625 de 2016 art. 1.6.1.13.2.12
Within 1 month of approval	Deposit financial statements at the chamber (unless filed with Supersociedades)	Ley 222 de 1995 art. 41
July, 7th to 16th business day by NIT	Second income tax instalment	Decreto 1625 de 2016 art. 1.6.1.13.2.12
Within 1 year of declaration	Pay declared dividends in cash	Código de Comercio art. 156

Annual calendar for a calendar year Colombian company (primary texts cited on this page). Business day dates depend on each year's holidays.

Worked example

An SAS owned by a foreign parent closes 2025 with ordinary assets of COP 300,000,000 (about US$94,984) and net profit of COP 60,000,000.
By 31 March 2026 it renews its matrícula for about COP 1,513,142 (US$479.08) (Código de Comercio art. 33; Decreto 1074 art. 2.2.2.46.1.1).
The sole shareholder approves the accounts, management report and the allocation of COP 6,000,000 to the legal reserve by recording the decision in the minute book (Ley 1258 art. 37 par.; Código de Comercio art. 452), and the company deposits the statements at the chamber within one month (Ley 222 art. 41).
Its NIT ends in 4, so it files the income tax return and pays half the tax by the tenth business day of May, and the rest by the tenth business day of July (Decreto 1625 art. 1.6.1.13.2.12).
On 1 July 2026 the parent's shareholding changes, so the SAS updates the RUB by 31 July (Resolución 164 de 2021 art. 11).

Step by step

1. Diarise the fixed dates: quarterly RUB checks, 31 March renewal, meeting deadline, tax instalments in May and July.
2. In January and February close the books, run the going concern and revisor fiscal tests and prepare certified statements and the management report.
3. Call the ordinary meeting with the required notice (15 business days for an S.A. approving accounts; five business days by default in an SAS) and record the decisions in the registered minute book.
4. Renew the matrícula by 31 March and deposit the approved statements within one month.
5. File the Supersociedades report if required, then the income tax return in May and the second instalment in July.
6. Keep the RUT and RUB current within one month of any change, and register any change of control.

Common traps

Paying the matrícula renewal late; the law fixes the first three months of the year (Código de Comercio art. 33).
Distributing profits without approved statements or while past losses affecting capital are unabsorbed (Código de Comercio art. 151).
Retaining all profits in an S.A. or Ltda. without the 78 percent vote (art. 155); an SAS is exempt unless its bylaws adopt the rule (Ley 1258 art. 38).
Missing the year end going concern test; administrators answer jointly for damages if they do not call the meeting (Ley 2069 de 2020 art. 4).
Letting the RUT go stale after a change of address; the daily fine doubles to two UVT (Estatuto Tributario art. 658-3 num. 3).
Assuming the auditor test is one off; it is rerun every year on the prior year's assets and income (Ley 43 de 1990 art. 13 par. 2).

Sources

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