Countries › Colombia › Guide › 4. Entities and setup › Branch of a foreign company in Colombia: when it is required, how it is opened and what it must keep up

Branch of a foreign company in Colombia: when it is required, how it is opened and what it must keep up

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

A foreign company that carries on permanent business in Colombia, including a purely technical or advisory office, a works or services contract, extractive activities or a state concession, must open a branch domiciled in Colombia. The branch is opened by protocolizing the head office's apostilled and translated documents at a notary and registering at the chamber of commerce, with assigned capital, a mandatario general and a revisor fiscal resident in Colombia. It is not a separate legal person, so the foreign company answers for its Colombian business, and the branch must keep reserves like an S.A., report its beneficial owners and get Supersociedades approval to reduce assigned capital.

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

Foreign company must open a branch to carry on permanent business in Colombia	Yes textCódigo de Comercio art. 471 and art. 474, as of 2026-10-26 · in force
Branch of a foreign company is a separate legal person	No; the foreign company answers for its Colombian business textCódigo de Comercio art. 485, as of 2026-10-26 · in force
Branch of a foreign company must have a revisor fiscal resident in Colombia	Yes, an individual with permanent residence textCódigo de Comercio art. 203 and art. 472 num. 6, as of 2026-10-26 · in force
Branch equity, as a share of assigned capital, below which the mandatario must inform Supersociedades	50 %Decreto 1074 de 2015 art. 2.2.2.1.2.2 num. 2, as of 2026-10-26 · in force
Deadline to matriculate a branch after it opens	1 monthsCódigo de Comercio art. 31, as of 2026-10-26 · in force
Chamber of commerce fee to inscribe an act (6 UVB, 2026)	73000 COPDecreto 1074 de 2015 art. 2.2.2.46.1.4, as of 2026-10-26 · 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. A foreign company that wants to carry on permanent business in Colombia must establish a branch (sucursal) domiciled in Colombia. It first protocolizes, at a notary in the chosen domicile, authentic copies of its founding document, its bylaws, the resolution or act approving the Colombian establishment and the documents proving its existence and its representatives' powers. Art. 471 num. 2 also refers to an operating permit from the Superintendencia de Sociedades or the banking supervisor; the official compilation's editor notes that Supersociedades lost the function of issuing such permits (Decreto 2155 de 1992) and that Decreto 2150 de 1995 art. 46 bars operating licences for establishments. A non resident foreign individual with permanent business appoints an attorney who follows the same rules.
Cost to do it: Notary protocolization fees (vary by notary), apostille or legalization and official translation of each foreign document (Código General del Proceso art. 251), chamber inscription of 6 UVB, COP 73,000 (US$23.11), per act registered and COP 12,100 (US$3.83) per certificate in 2026, plus departmental registration tax on the registered act at the rate set by the department (Ley 223 de 1995 art. 226 and 230).Código de Comercio (Decreto 410 de 1971), Art. 471 and art. 477, 1971-03-27 official text · verified 2026-10-26

2. The resolution establishing the branch must state: the business to be carried out, with a clear and concrete purpose; the capital assigned to the branch and any capital from other sources; the domicile; the term of the Colombian business and the grounds for ending it; a general attorney in fact (mandatario general) with one or more alternates, who represents the company in and out of court for everything within the purpose; and the revisor fiscal, who must be an individual with permanent residence in Colombia.Código de Comercio (Decreto 410 de 1971), Art. 472, 1971-03-27 official text · verified 2026-10-26

3. Permanent activities include: opening commercial establishments or business offices, even purely technical or advisory ones; acting as contractor for works or services; any participation in managing, using or investing funds from private savings; extractive industry in any branch; obtaining, holding by assignment or taking part in a state concession; and holding meetings of the shareholders, board or management in Colombia. Foreign companies doing network or multilevel marketing directly in Colombia must also set up a branch.Código de Comercio (Decreto 410 de 1971); Decreto 1074 de 2015, Código de Comercio art. 474; Decreto 1074 art. 2.2.2.50.3, 1971-03-27 official text · verified 2026-10-26

4. The branch is not a separate legal person. The foreign company answers for business done in Colombia under the bylaws registered at the chamber of commerce when each deal was made, and the persons registered as its representatives keep that capacity until a new appointment is registered. The existence of the foreign company and its bylaws are proved with the chamber certificate. Where the Código de Comercio title on foreign companies is silent, the rules for Colombian companies apply, subject to international treaties.Código de Comercio (Decreto 410 de 1971), Art. 485, art. 486 and art. 497, 1971-03-27 official text · verified 2026-10-26

5. A branch must always have a revisor fiscal, appointed by the competent body under the foreign company's bylaws. Branch auditors follow the Código de Comercio rules on revisores fiscales and must also report to the superintendency any irregularity that could be a ground for suspending or revoking the branch's authorisation. The branch also builds the reserves and provisions the law requires of Colombian sociedades anónimas, including the legal reserve of 10 percent of annual net profits up to 50 percent of capital.
Cost to do it: Auditor fees are set by contract; there is no official tariff.Código de Comercio (Decreto 410 de 1971), Art. 203 num. 2, art. 204, art. 476, art. 489 and art. 452, 1971-03-27 official text · verified 2026-10-26

6. The mandatario general of every branch must ask Supersociedades for authorisation before reducing the assigned capital (a reduction of supplementary investment needs no authorisation), report when the branch's equity falls below 50 percent of assigned capital because of losses, and report within one month any event that places the branch under Supersociedades supervision. A branch falls under supervision on the same asset, income and other grounds as Colombian companies, when it is in insolvency or restructuring proceedings, or in listed group situations.Decreto 1074 de 2015 (Decreto 2300 de 2008), Art. 2.2.2.1.2.1 and art. 2.2.2.1.2.2, 2015-05-26 official text · verified 2026-10-26

7. Branches are covered by the going concern rule of Ley 2069 de 2020: if the branch fails the going concern hypothesis at year end, its managers must stop new non ordinary business and report to the competent body, and must also act when financial statements and projections show impairment or insolvency risk, on pain of joint liability for damages. The old art. 490 rule on loss of assigned capital was repealed.Ley 2069 de 2020, Art. 4 par. 1 and par. 2, 2020-12-31 official text · verified 2026-10-26 · changed: Ley 2069 de 2020 (31 December 2020) repealed Código de Comercio art. 490 and extended the going concern duties to branches of foreign companies.

8. The branch is matriculated in the Registro Mercantil within one month after it opens, and the matrícula is renewed by 31 March each year. For the departmental registration tax, consolidation of branches of foreign companies counts as an act without amount when it involves no capital increase or assignment of interests.Código de Comercio (Decreto 410 de 1971); Ley 223 de 1995, Código de Comercio art. 31 and art. 33; Ley 223 art. 229, 1971-03-27 official text · verified 2026-10-26

9. A branch of a foreign company is a permanent establishment that must identify its beneficial owners in the DIAN Registro Único de Beneficiarios Finales (individuals with 5 percent or more of the foreign company's capital, votes or profits, or control by other means), with an initial filing within two months of RUT registration and quarterly checks.DIAN Resolución 164 de 2021; Estatuto Tributario art. 631-5, Res. 164 art. 4 num. 2, art. 6 and art. 10, 2021-12-27 official text · verified 2026-10-26

Point	Branch	SAS subsidiary
Legal person	No; foreign head office answers	Yes; shareholder liable up to contribution
Formation	Notarial protocolization of apostilled and translated foreign documents	Private document with authenticated signatures
Representative	Mandatario general with alternates	Legal representative, individual or legal entity
Auditor	Always; resident individual	Only above the Ley 43 thresholds or if bylaws require
Capital	Assigned capital; reductions need Supersociedades authorisation	Subscribed capital; reductions under art. 145 of the Código de Comercio
Foreign company's own documents	Bylaws registered in Colombia and kept current	Not registered

Branch of a foreign company compared with a Colombian SAS subsidiary (Código de Comercio; Ley 1258 de 2008; Decreto 1074 de 2015).

Worked example

A Spanish engineering firm wins a contract to build works in Colombia, a permanent activity (Código de Comercio art. 474 num. 2), and chooses a branch so the contract stays with the head office.
The head office board resolves to open the branch with assigned capital of COP 200,000,000 (about US$63,323), a Bogotá domicile, a five year term, a mandatario general with an alternate and a resident revisor fiscal (art. 472).
The apostilled and officially translated documents are protocolized at a Bogotá notary and registered at the chamber; each registered act costs COP 73,000 (US$23.11) in 2026, plus registration tax and notary fees.
Within two months of RUT registration the branch reports the individuals holding 5 percent or more of the Spanish parent (Resolución 164 de 2021 art. 10), and the mandatario later asks Supersociedades before cutting assigned capital (Decreto 1074 art. 2.2.2.1.2.2).

Step by step

1. Confirm the planned activity is permanent under art. 474; if so a branch (or a subsidiary) is needed.
2. Have the head office adopt the resolution with every art. 472 element and gather certified founding documents, bylaws and proof of existence and powers.
3. Apostille (or legalize) and officially translate the documents (Código General del Proceso art. 251).
4. Protocolize them at a notary in the Colombian domicile and register the deed at the chamber of commerce; matriculate the branch within one month (art. 31).
5. Register in the RUT, open a bank account and channel the assigned capital through the FX market as foreign investment (see the foreign investment page).
6. File the beneficial ownership report, appoint and register the revisor fiscal, and renew the matrícula by 31 March each year.

Common traps

Starting a technical or advisory office without a branch; even a purely technical office is a permanent activity (art. 474 num. 1).
Appointing a non resident auditor; the branch revisor fiscal must be an individual with permanent residence in Colombia (art. 472 num. 6).
Forgetting to update the head office bylaws registered in Colombia; the foreign company answers under the bylaws registered when each deal was made (art. 485).
Cutting assigned capital without Supersociedades authorisation (Decreto 1074 art. 2.2.2.1.2.2).
Assuming the head office is shielded; the branch has no separate legal personality, so Colombian claims reach the foreign company.

Sources

← Limitada (Ltda.) in Colombia: 2 to 25 partners, fully paid capital and quota transfers by public deedIncorporation checklist for Colombia: documents, chamber registration, registration tax, RUT and deadlines →