Countries › Colombia › Guide › 4. Entities and setup › Limitada (Ltda.) in Colombia: 2 to 25 partners, fully paid capital and quota transfers by public deed

Limitada (Ltda.) in Colombia: 2 to 25 partners, fully paid capital and quota transfers by public deed

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

The limited liability company (Ltda.) needs two to 25 partners, is formed by public deed and must have its capital paid in full at formation and at every increase. Partners are liable up to their contributions, but every quota sale is a bylaw amendment by public deed with a default 15 day first offer to the other partners, and bylaw changes need 70 percent of the quotas. An SAS is more flexible on each of these points, and a Ltda. can convert into one by unanimous decision of the partners.

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 partners in a limited liability company	2 partnersCódigo de Comercio art. 98, 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
Majority of all quotas for ordinary decisions of the partners' meeting	Absolute majority of all quotas, by a plural number of partners textCódigo de Comercio art. 359, as of 2026-10-26 · in force
Share of quotas needed to amend the bylaws	70 %Código de Comercio art. 360, as of 2026-10-26 · in force
Days other partners have to take up quotas offered for assignment	15 daysCódigo de Comercio art. 363, as of 2026-10-26 · in force
Form of a quota assignment	Public deed amending the bylaws, effective towards third parties on chamber registration textCódigo de Comercio art. 362 and art. 366, 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 and art. 371, 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. In a sociedad de responsabilidad limitada (Ltda.) the partners are liable up to their contributions, although the bylaws may impose greater liability, accessory obligations or guarantees on some or all of them. The name must be followed by "Limitada" or "Ltda."; if it is not, the partners become jointly and unlimitedly liable to third parties. Like other Código de Comercio companies, it requires two or more partners and is formed by public deed registered at the chamber of commerce.
Cost to do it: Notary fees for the public deed (vary by notary), chamber fees for 2026 (inscription 6 UVB, COP 73,000, US$23.11; matrícula by assets; RUES form COP 8,500; certificate COP 12,100) and departmental registration tax of 0.1 to 0.3 percent of the capital under Ley 223 de 1995 art. 230 lit. c.Código de Comercio (Decreto 410 de 1971), Art. 98, art. 110, art. 353 and art. 357, 1971-03-27 official text · verified 2026-10-26

2. Capital must be paid in full at formation and whenever it is increased, and is divided into quotas of equal value. Partners are jointly liable for the value attributed to contributions in kind. If contributions turn out not to be fully paid, the superintendency must require payment under threat of fines or order the dissolution of the company.
Example: Two partners form a Ltda. with capital of COP 100,000,000 in 1,000 quotas of COP 100,000; all COP 100,000,000 must be paid on signing the deed. / About US$31,661, paid in full at formation.Código de Comercio (Decreto 410 de 1971), Art. 354 and art. 355, 1971-03-27 official text · verified 2026-10-26

3. A Ltda. may not have more than 25 partners; a company formed with more is void by operation of law. If the number later exceeds 25, within two months the company must transform into another type or reduce the number of partners, otherwise it is dissolved; a reduction that cuts capital needs prior authorisation of the superintendency.Código de Comercio (Decreto 410 de 1971), Art. 356, 1971-03-27 official text · verified 2026-10-26

4. Representation and management belong to every partner unless the partners' meeting (junta de socios) delegates them to a manager with clearly defined powers. Besides the general powers of art. 187, the partners' meeting decides on quota assignments and admission of new partners, withdrawal and exclusion of partners and actions against managers. Each partner has as many votes as quotas; decisions need a plural number of partners holding an absolute majority of all quotas, and bylaw amendments at least 70 percent of the quotas, unless the bylaws set higher majorities. Partners may inspect the accounts, books and documents at any time.Código de Comercio (Decreto 410 de 1971), Art. 358, art. 359, art. 360 and art. 369, 1971-03-27 official text · verified 2026-10-26

5. Partners have a right to assign their quotas and any clause preventing it is treated as not written, but each assignment is a bylaw amendment executed by public deed signed by the legal representative, the assignor and the assignee, and it is ineffective without the deed. Unless the bylaws say otherwise, the assignor must first offer the quotas to the other partners through the legal representative, who have 15 days to accept pro rata; price disputes go to experts. If no partner buys and outsiders are not approved, the company must present buyers within 60 days, and if the sale is not completed within a further 20 days the partners choose between dissolving the company or excluding the would be seller. The assignment binds the company and third parties only from its registration at the chamber, which requires a company certificate that the offer procedure was followed.
Cost to do it: Notary fees for the assignment deed, chamber inscription of 6 UVB, COP 73,000 (US$23.11), and departmental registration tax on the act at the rate the department sets.
Example: A partner sells 400 quotas of COP 100,000 each for COP 40,000,000: offer to the other partner, 15 days to answer, then a public deed signed by the legal representative, seller and buyer, and registration at the chamber. / About US$12,665 of quotas.Código de Comercio (Decreto 410 de 1971), Art. 362 to art. 367, 1971-03-27 official text · verified 2026-10-26

6. The company keeps a partners' register, recorded at the chamber of commerce, showing each partner's name, nationality, domicile, ID and number of quotas, and any liens and assignments. On a partner's death the company continues with the heirs unless the bylaws provide otherwise, and the bylaws may give surviving partners the right to buy the deceased partner's quotas at market value.
Cost to do it: Inscription of the partners' register and minute book at the chamber: 2 UVB, COP 24,200 (US$7.66) per book in 2026.Código de Comercio (Decreto 410 de 1971), Art. 361 and art. 368, 1971-03-27 official text · verified 2026-10-26

7. A Ltda. builds a legal reserve under the rules for the sociedad anónima (10 percent of net profits each year until it reaches 50 percent of capital), follows the same rules on year end accounts and profit distribution, and is governed by the S.A. rules on anything not covered in its own title or bylaws.Código de Comercio (Decreto 410 de 1971), Art. 371 and art. 372 (with art. 452), 1971-03-27 official text · verified 2026-10-26

8. A revisor fiscal is mandatory for a Ltda. when partners excluded from management holding at least 20 percent of capital ask for one, or when gross assets at 31 December of the prior year reach 5,000 monthly minimum wages or gross income of the prior year reaches 3,000 monthly minimum wages (COP 1,750,905 per month in 2026).
Example: At the 2026 minimum wage the thresholds are COP 8,754,525,000 of gross assets or COP 5,252,715,000 of gross income. / About US$2,771,796 of assets or US$1,663,078 of income.Código de Comercio (Decreto 410 de 1971); Ley 43 de 1990; Decreto 1469 de 2025, Código de Comercio art. 203 num. 3; Ley 43 art. 13 par. 2; Decreto 1469 art. 1, 1990-12-13 official text · verified 2026-10-26

9. The specific loss based dissolution ground for the Ltda. (art. 370) was repealed in 2020; a Ltda. now dissolves on the general grounds of art. 218, including partners above the legal maximum, and when it fails the going concern hypothesis at year end. A Ltda. can convert into an SAS by unanimous decision of all partners recorded in a private document registered at the chamber, and the shortfall below the minimum number of partners in other company types can be cured by transforming into an SAS.Ley 2069 de 2020; Ley 1258 de 2008, Ley 2069 art. 4; Ley 1258 art. 31 and art. 35 par., 2020-12-31 official text · verified 2026-10-26 · changed: Ley 2069 de 2020 (31 December 2020) repealed Código de Comercio art. 370 and introduced the going concern dissolution ground in art. 4.

Point	Limitada (Ltda.)	SAS
Owners	2 to 25 partners	1 or more shareholders
Formation	Public deed	Private document with authenticated signatures
Capital payment	100% at formation and each increase	Within 2 years
Transfer of interests	Public deed amending the bylaws; 15 day first offer	Share register entry; restrictions only if in bylaws
Bylaw amendments	70% of quotas	Half plus one of shares present
Conversion	Into an SAS by unanimity	Out of SAS by unanimity

Ltda. compared with an SAS on the points that usually decide the choice (Código de Comercio; Ley 1258 de 2008).

Item	Basis	COP	Approx. USD
Matrícula	COP 575,225 plus COP 4,238.5 per COP 1,000,000 of assets above COP 78,715,000	about 665,442	210.69
Inscription of the deed	6 UVB	73,000	23.11
RUES form and certificate	0.7 UVB and 1 UVB	20,600	6.52
Partners' register and minute book	2 UVB per book	48,400	15.32
Registration tax	0.1% to 0.3% of capital	100,000 to 300,000	31.66 to 94.98
Total before notary		about 907,442 to 1,107,442	287.31 to 350.63

Formation costs of a Ltda. with capital and opening assets of COP 100,000,000, 2026 tariff (Decreto 1074 de 2015) and Ley 223 de 1995 art. 230 lit. c band; notary fees extra. USD at the TRM of COP 3,158.43.

Worked example

Two foreign individuals form a Ltda. with capital of COP 100,000,000 (about US$31,661), paid in full when the deed is signed (Código de Comercio art. 354), and delegate management to a manager (art. 358).
Chamber fees and registration tax come to about COP 907,442 to COP 1,107,442 (US$287.31 to US$350.63) before notary fees.
Three years later one partner sells 40 percent of the quotas. The other partner has 15 days to buy (art. 363); the sale is then executed by public deed and registered (art. 362 and 366). If a third partner later joins, nothing changes up to 25 partners (art. 356).
If the partners want share classes or easier transfers, they convert into an SAS by unanimous decision (Ley 1258 art. 31).

Step by step

1. Confirm at least two partners and no more than 25.
2. Draft the bylaws and execute the public deed with full payment of capital; foreign partners' documents need apostille and translation (Código General del Proceso art. 251).
3. Register at the chamber, pay registration tax within two months of the deed (Ley 223 de 1995 art. 231), and register the partners' register and minute book.
4. Obtain RUT and NIT, open the bank account and channel foreign capital through the FX market.
5. For each later quota sale, run the first offer procedure, sign a public deed and register it with the company's certificate of compliance (art. 363 to 367).

Common traps

Omitting "Limitada" or "Ltda." from the name makes partners jointly and unlimitedly liable to third parties (art. 357).
Signing a share purchase style agreement for quotas without a public deed: the assignment is ineffective (art. 366).
Ignoring the default first offer right of the other partners (art. 363); the chamber will not register without the company certificate (art. 367).
Overvaluing contributions in kind; all partners are jointly liable for their attributed value (art. 354).
Assuming management is centralised: by default every partner represents and manages the company until the meeting delegates to a manager (art. 358).

Sources

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