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Choosing an entity in Colombia: SAS, sociedad anónima, limitada or branch

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

Most foreign investors in Colombia use a simplified stock company (SAS): one foreign shareholder is enough, it is formed by a private document filed at a chamber of commerce, the law sets no minimum capital and the bylaws can drop the board entirely. A sociedad anónima needs five shareholders, a public deed, a board of three and a revisor fiscal, and is the vehicle for a stock exchange listing, which an SAS cannot pursue since the Constitutional Court struck down the 2023 reform in February 2025; a limitada allows 2 to 25 partners with capital paid in full. A foreign company with permanent business opens a branch with a resident auditor, and every vehicle renews its registration by 31 March and reports beneficial owners at 5 percent to DIAN.

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

Minimum number of SAS shareholders	1 shareholdersLey 1258 de 2008 art. 1, as of 2026-10-26 · in force
Statutory minimum capital of an SAS	None textLey 1258 de 2008 art. 5 and art. 9, as of 2026-10-26 · in force
Maximum term to pay subscribed SAS shares	2 yearsLey 1258 de 2008 art. 9, as of 2026-10-26 · in force
Board of directors required in an SAS	No, unless the bylaws create one textLey 1258 de 2008 art. 25, as of 2026-10-26 · in force
Maximum term of a bylaw prohibition on transferring SAS shares (extendable by unanimity)	10 yearsLey 1258 de 2008 art. 13, as of 2026-10-26 · in force
SAS may register securities in the RNVE and list on an exchange	No; Ley 2294 de 2023 art. 261 declared unconstitutional by Sentencia C-038 de 2025 textLey 1258 de 2008 art. 4; Sentencia C-038 de 2025, as of 2026-10-26 · in force
Minimum number of shareholders of a sociedad anónima	5 shareholdersCódigo de Comercio art. 374, as of 2026-10-26 · in force
Minimum board members of a sociedad anónima, each with an alternate	3 directorsCódigo de Comercio art. 434, as of 2026-10-26 · in force
Minimum share of authorized capital subscribed at formation of an S.A.	50 %Código de Comercio art. 376, as of 2026-10-26 · in force
Minimum share of each subscribed S.A. share paid at formation	One third textCódigo de Comercio art. 376, as of 2026-10-26 · in force
Share of subscribed S.A. shares held by one shareholder that triggers dissolution	95 %Código de Comercio art. 457 num. 3, as of 2026-10-26 · in force
Maximum number of partners in a limited liability company	25 partnersCódigo de Comercio art. 356, as of 2026-10-26 · in force
Share of Ltda. capital paid at formation and at each increase	100 %Código de Comercio art. 354, 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
Gross assets at 31 December of the prior year that make a revisor fiscal mandatory for any commercial company	5000 monthly minimum wagesLey 43 de 1990 art. 13 par. 2, as of 2026-10-26 · in force
Gross income of the prior year that makes a revisor fiscal mandatory for any commercial company	3000 monthly minimum wagesLey 43 de 1990 art. 13 par. 2, as of 2026-10-26 · in force
Monthly legal minimum wage, 2026	1750905 COPDecreto 1469 de 2025 art. 1, as of 2026-01-01 · in force
Chamber of commerce fee to inscribe an act such as a constitution document (6 UVB, 2026)	73000 COPDecreto 1074 de 2015 art. 2.2.2.46.1.4, as of 2026-10-26 · in force
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
Ownership, voting or benefit threshold for a beneficial owner	5 %Estatuto Tributario art. 631-5 (Ley 2155 de 2021 art. 16), as of 2026-10-26 · in force
Deadline for a new entity's initial RUB filing after RUT registration	2 monthsDIAN Resolución 164 de 2021 art. 10 (Resolución 1240 de 2022), as of 2026-10-26 · in force
Deadline to update the RUB after a change found at the quarterly check dates (1 January, April, July, October)	1 monthsDIAN Resolución 164 de 2021 art. 11, 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. The simplified stock company (SAS) can be formed by a single individual or legal entity, including a foreign parent, and its shareholders are liable only up to their contributions; save for fraud or abuse cases under art. 42, they do not answer for the company's labour, tax or other obligations. It is created by a contract or unilateral act in a private document registered in the Registro Mercantil of the chamber of commerce of its main domicile, and becomes a legal person distinct from its shareholders only once registered; before that it is a de facto partnership, or the sole founder answers personally. It is always commercial in nature and is taxed under the rules for corporations (sociedades anónimas). The law sets no minimum capital, and subscribed shares may be paid on any terms the bylaws set, but never over more than two years.
Cost to do it: No minimum capital. Chamber of commerce fees for 2026 under Decreto 1074 de 2015: inscription of the constitution document 6 UVB, COP 73,000 (US$23.11); RUES form COP 8,500 (US$2.69); existence and legal representation certificate COP 12,100 (US$3.83); matrícula on a sliding scale by assets (COP 24,220 plus COP 8,477 per COP 1,000,000 of assets up to COP 78,715,000). Departmental registration tax on the contributed capital is extra, and so are signature authentication and advisers.
Example: A foreign parent forms a single shareholder SAS with subscribed capital and opening assets of COP 50,000,000, paying 25 percent at signing and the rest within 18 months. Chamber fees: matrícula COP 448,070 plus COP 93,600 for inscription, form and one certificate, a total of COP 541,670. / About US$15,831 of capital and about US$171.50 of chamber fees, before registration tax.Ley 1258 de 2008 (simplified stock company), Art. 1, art. 2, art. 3, art. 5, art. 7 and art. 9, 2008-12-05 official text · verified 2026-10-26

2. The SAS bylaws set its internal structure freely. If they are silent, the shareholders' meeting (or the sole shareholder) exercises the powers the Código de Comercio gives the board of a corporation and management sits with the legal representative. A board of directors is not required unless the bylaws create one, and if created it may have one or more members. The legal representative may be an individual or a legal entity. While there is a single shareholder, that shareholder may exercise the powers of every corporate body, including those of legal representative. Bylaws may prohibit share transfers for up to 10 years from issue (extendable by unanimous decision) or subject every transfer to prior shareholder approval, and a transfer that breaches those clauses is void by operation of law.Ley 1258 de 2008, Art. 13, art. 14, art. 15, art. 17, art. 25 and art. 26, 2008-12-05 official text · verified 2026-10-26

3. An SAS cannot use the public securities market. The original art. 4 of Ley 1258 de 2008 bars registering SAS shares and other securities in the Registro Nacional de Valores y Emisores or trading them on an exchange. The 2022 to 2026 National Development Plan rewrote art. 4 to let an SAS issue securities, but the Constitutional Court declared that provision unconstitutional for breach of the unity of subject matter rule. A company that wants to list must first transform, for example into a sociedad anónima; an SAS may transform into any Código de Comercio company type only by unanimous decision of the holders of all subscribed shares, recorded in a private document registered in the Registro Mercantil.Ley 1258 de 2008; Ley 2294 de 2023 (National Development Plan); Corte Constitucional, Sentencia C-038 de 2025, Ley 1258 art. 4 and art. 31; Ley 2294 art. 261 (struck down), 2025-02-05 official text · verified 2026-10-26 · changed: Ley 2294 de 2023 art. 261 (19 May 2023) allowed an SAS to register and list securities; Sentencia C-038 de 2025 of 5 February 2025 declared that article unconstitutional, removing the statutory basis for an SAS listing.

4. A sociedad anónima (S.A.) is formed by public deed before a notary, then registered at the chamber of commerce. It cannot be formed or operate with fewer than five shareholders, who are liable up to their contributions, and its name must carry "Sociedad Anónima" or "S.A.". At formation at least 50 percent of authorized capital must be subscribed and at least one third of the value of each subscribed share paid. The board of directors has at least three members, each with an alternate. Every stock company and every branch of a foreign company must have a statutory auditor (revisor fiscal). The S.A. dissolves if 95 percent or more of its subscribed shares come to belong to a single shareholder.
Cost to do it: The same chamber of commerce fees as an SAS, plus notary fees for the public deed and a revisor fiscal from the outset; notary and auditor fees vary by provider.
Example: Authorized capital of COP 1,000,000,000: at least COP 500,000,000 must be subscribed at formation and at least COP 166,666,667 paid in. / About US$316,613 authorized, US$158,307 subscribed and US$52,769 paid at formation.Código de Comercio (Decreto 410 de 1971), Art. 110, art. 203, art. 373, art. 374, art. 376, art. 434 and art. 457 num. 3, 1971-03-27 official text · verified 2026-10-26

5. In a limited liability company (Ltda.) partners are liable up to their contributions unless the bylaws agree more, the name must carry "Limitada" or "Ltda." (or the partners become jointly and unlimitedly liable to third parties), and capital must be paid in full at formation and at every increase. There may not be more than 25 partners, and a company formed with more is void. Partners may assign their quotas, but every assignment is an amendment of the bylaws executed by public deed signed by the legal representative, the assignor and the assignee, and other partners have a 15 day right of first offer unless the bylaws say otherwise. Like any Código de Comercio company other than an SAS, it is formed by public deed and requires two or more partners.
Cost to do it: Chamber of commerce fees as for an SAS, plus notary fees for the formation deed and for every later quota assignment.Código de Comercio (Decreto 410 de 1971), Art. 98, art. 110, art. 353, art. 354, art. 356, art. 357, art. 362 and art. 363, 1971-03-27 official text · verified 2026-10-26

6. A foreign company that wants to carry on permanent business in Colombia must set up a branch domiciled in Colombia, starting by protocolizing before a notary at the chosen domicile authentic copies of its founding document, bylaws, the resolution approving the Colombian establishment and proof of its existence and of its representatives' powers. The resolution must state the business, the capital assigned to the branch, the domicile, the term, a general attorney in fact (mandatario general) with one or more alternates, and a revisor fiscal who is an individual with permanent residence in Colombia. Permanent activities include opening offices even of a purely technical or advisory nature, acting as a contractor for works or services, extractive industry and holding or exploiting a state concession. The branch is not a separate legal person: the foreign company answers for its Colombian business under the bylaws registered at the chamber of commerce at the time of each deal.
Cost to do it: Chamber of commerce matrícula and annual renewal on the national 2026 scale of Decreto 1074 de 2015; notary protocolization, apostille or legalization and official translation of the foreign documents, and a resident revisor fiscal, are extra and vary by provider.Código de Comercio (Decreto 410 de 1971), Art. 203 num. 2, art. 471, art. 472, art. 474 and art. 485, 1971-03-27 official text · verified 2026-10-26

7. Every commercial company of any type must have a revisor fiscal (a certified public accountant) if its gross assets at 31 December of the previous year equal or exceed 5,000 monthly minimum wages, or its gross income in the previous year equals or exceeds 3,000 monthly minimum wages. For an SAS this is the main trigger, since Ley 1258 requires a revisor fiscal only where a law demands one; for an S.A. and a branch the auditor is required regardless of size. The monthly minimum wage for 2026 is COP 1,750,905.
Cost to do it: A revisor fiscal's fees are set by contract and vary by provider; there is no official tariff.
Example: At 2026 values the thresholds are gross assets of COP 8,754,525,000 or gross income of COP 5,252,715,000 in 2025, tested for 2026. / About US$2,771,796 of assets or US$1,663,078 of income.Ley 43 de 1990 (public accountants); Ley 1258 de 2008; Decreto 1469 de 2025 (2026 minimum wage), Ley 43 art. 13 par. 2; Ley 1258 art. 28; Decreto 1469 art. 1, 1990-12-13 official text · verified 2026-10-26

8. Every trader, including every company, must hold a commercial registration (matrícula mercantil), register the acts and books the law requires and keep regular accounts. The matrícula is renewed every year within the first three months, that is by 31 March, and changes of domicile and other changes to the business must be reported to the chamber of commerce; the same applies to branches and commercial establishments. Renewal fees are calculated in UVB on the company's ordinary assets.
Cost to do it: 2026 renewal on assets up to COP 78,715,000: COP 24,220 plus COP 8,477 per COP 1,000,000 of assets; assets between COP 787,150,000 and COP 7,871,500,000: COP 1,843,747.50 plus COP 544.95 per COP 1,000,000 above COP 787,150,000; the top band is capped at COP 12,110,000.
Example: An SAS with ordinary assets of COP 50,000,000 renews for COP 448,070 by 31 March. / About US$141.86.Código de Comercio (Decreto 410 de 1971); Decreto 1074 de 2015 (registry fees), Código de Comercio art. 19 and art. 33; Decreto 1074 art. 2.2.2.46.1.1, 1971-03-27 official text · verified 2026-10-26

9. Every Colombian company, every permanent establishment of a foreign entity and certain trusts and foreign entities must identify and report their beneficial owners in the Registro Único de Beneficiarios Finales (RUB), which forms part of the DIAN tax registry (RUT). A beneficial owner is any individual who directly or indirectly holds 5 percent or more of the capital or voting rights, or benefits from 5 percent or more of the assets, returns or profits, plus any individual who controls the entity by other means; if none is identified, the legal representative is reported unless another individual has greater management authority. Entities formed from 1 June 2023 must make the initial filing within two months of RUT registration. Holders must check on the first day of January, April, July and October whether anything changed and, if so, update within the following month. Failing to report, reporting wrongly or not updating is sanctioned under art. 658-3 of the Estatuto Tributario.
Cost to do it: DIAN charges nothing to file; the filing is made electronically after adding the "Informante Beneficiarios Finales" responsibility to the RUT.
Example: An SAS owned 100 percent by a foreign parent that is in turn owned 60 percent and 40 percent by two individuals reports both individuals, each above the 5 percent threshold, within two months of its RUT registration. / No amount is involved; the obligation turns on percentages, not values.Estatuto Tributario art. 631-5 and art. 631-6 as amended by Ley 2155 de 2021 (art. 16 and 17); DIAN Resolución 164 de 2021, art. 10 as amended by Resolución 1240 de 2022, now compiled in DIAN Resolución 227 de 2025, ET art. 631-5 and art. 631-6; Resolución 164 art. 4, art. 6, art. 10 and art. 11 (compiled as art. 1.4.1.4, 1.4.1.6, 1.4.1.10 and 1.4.1.11), 2021-12-27 official text · verified 2026-10-26

Feature	SAS	Sociedad anónima (S.A.)	Limitada (Ltda.)	Branch of a foreign company
Separate legal person	Yes, from registration	Yes	Yes	No, the foreign company answers
Owners	1 or more, individuals or companies	At least 5	2 to 25	The foreign company
Formation document	Private document registered at the chamber of commerce	Public deed	Public deed	Notarial protocolization of foreign documents
Minimum capital	None in the law	None in the law; 50% of authorized subscribed and one third of each share paid at formation	None in the law; 100% paid at formation	Assigned capital stated in the resolution
Payment of capital	Within 2 years at most	One third at formation, rest per the subscription terms	In full at formation	As assigned
Board	Optional	At least 3 members with alternates	Not required	Mandatario general with alternates
Revisor fiscal	Only if a law requires it (assets of 5,000 or income of 3,000 minimum wages)	Always	If assets or income thresholds met	Always, resident individual
Transfer of interests	Free unless bylaws restrict (lock up up to 10 years, prior approval)	Shares negotiable	Public deed amending bylaws; 15 day first offer	Not applicable
Stock exchange listing	Not allowed (Sentencia C-038 de 2025)	Possible, subject to securities market rules	No shares to list (capital in quotas)	Not applicable

Colombian vehicles for a foreign investor compared, from the primary texts cited in the rules above (Ley 1258 de 2008; Código de Comercio; Ley 43 de 1990; Sentencia C-038 de 2025).

Item	Basis	COP	Approx. USD
Matrícula at formation	COP 24,220 plus COP 8,477 per COP 1,000,000 of assets	COP 448,070	US$141.86
Inscription of constitution document	6 UVB	COP 73,000	US$23.11
RUES form	0.7 UVB	COP 8,500	US$2.69
Existence and legal representation certificate	1 UVB	COP 12,100	US$3.83
Departmental registration tax	0.3% to 0.7% of contributed capital	COP 150,000 to COP 350,000	US$47.49 to US$110.81
Total at formation		COP 691,670 to COP 891,670	US$218.99 to US$282.31
Renewal by 31 March of the next year at the same assets	Same matrícula scale	COP 448,070	US$141.86

First year chamber of commerce costs for a single shareholder SAS with capital and opening assets of COP 50,000,000, 2026 national tariff (Decreto 1074 de 2015) and Ley 223 de 1995 art. 230 bands. Notary authentication and advisers are extra. USD at the TRM of COP 3,158.43, for orientation only.

Worked example

A foreign parent wants a Colombian services subsidiary it will own 100 percent. A sociedad anónima is out (five shareholders, art. 374 Código de Comercio) and a limitada needs two partners (art. 98), so it forms an SAS by a private document naming a sole shareholder, a legal representative and no board (Ley 1258 de 2008 art. 1, 5 and 25).
Capital is COP 50,000,000 (about US$15,831), payable within two years (art. 9). Formation costs about COP 691,670 to COP 891,670 (US$218.99 to US$282.31) in chamber fees and departmental registration tax.
Within two months of RUT registration the SAS files its RUB report naming the individuals who own 5 percent or more of the parent chain (Estatuto Tributario art. 631-5; Resolución 164 de 2021 art. 10).
By 31 March of the following year it renews its matrícula for about COP 448,070 (US$141.86) at the same assets (Código de Comercio art. 33). It needs no revisor fiscal until its prior year gross assets reach COP 8,754,525,000 (about US$2.77 million) or gross income COP 5,252,715,000 (about US$1.66 million) at 2026 values (Ley 43 de 1990 art. 13 par. 2).
If it later plans a stock exchange listing, the shareholder resolves unanimously to transform it into an S.A. (Ley 1258 art. 31), bringing in at least five shareholders, a board of three and a revisor fiscal.

Step by step

1. Decide whether the Colombian business needs a separate legal person. A permanent office, even a technical or advisory one, or acting as contractor for works or services, requires at least a branch (Código de Comercio art. 471 and 474).
2. Count the owners: one owner points to an SAS; five or more and a future listing point to an S.A.; 2 to 25 partners can use a limitada.
3. Draft the bylaws: for an SAS decide on board, legal representative, transfer restrictions and capital payment terms (Ley 1258 art. 9, 13, 14, 17, 25 and 26).
4. Sign and authenticate the private document (SAS), or execute the public deed (S.A., Ltda.), or protocolize the apostilled and translated foreign documents (branch), and file at the chamber of commerce of the main domicile.
5. Pay the chamber fees and departmental registration tax, obtain the existence certificate, and register in the RUT before trading (see the start here page).
6. Channel the capital through the FX market so the foreign investment is registered with Banco de la República (see the foreign investment regime page).
7. File the RUB within two months of RUT registration, adding the beneficial owner responsibility to the RUT first (Resolución 164 de 2021 art. 9 and 10).
8. Diarise the 31 March matrícula renewal, the quarterly RUB checks on 1 January, April, July and October, and the annual revisor fiscal threshold test on prior year assets and income.

Common traps

Planning an IPO through an SAS. The 2023 rule allowing SAS securities in the RNVE was struck down (Sentencia C-038 de 2025); transforming needs the unanimous vote of all subscribed shares (Ley 1258 art. 31), so agree it in the shareholders' agreement early.
Leaving a single shareholder with 95 percent or more of an S.A. That is a ground for dissolution (Código de Comercio art. 457 num. 3).
Forming a limitada without the full capital. It must be paid in full at formation and at each increase (Código de Comercio art. 354), and every quota sale needs a public deed amending the bylaws (art. 362).
Assuming an SAS never needs an auditor. Once prior year gross assets reach 5,000 or gross income 3,000 monthly minimum wages, a revisor fiscal is mandatory (Ley 43 de 1990 art. 13 par. 2).
Naming a non resident auditor for a branch. The branch revisor fiscal must be an individual with permanent residence in Colombia (Código de Comercio art. 472 num. 6), and the foreign head office answers for the branch's business (art. 485).
Operating before registration. An unregistered SAS is a de facto partnership, and a sole founder answers personally (Ley 1258 art. 7).
Missing the 31 March renewal of the matrícula (Código de Comercio art. 33).
Reporting only the direct foreign parent to the RUB. The register asks for the individuals at the top of the chain at 5 percent or more, or the person who controls by other means (Estatuto Tributario art. 631-5), and errors or late updates are sanctioned under art. 658-3.
Ignoring transfer clauses. A share transfer that breaches an SAS bylaw restriction is void by operation of law (Ley 1258 art. 15).

Sources

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