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SAS (sociedad por acciones simplificada) in Colombia: formation, capital, governance and limits

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

The SAS is the standard vehicle for foreign owned subsidiaries in Colombia: one shareholder, a foreign company included, is enough; it is formed by a private document with authenticated signatures registered at the chamber of commerce, with no statutory minimum capital and up to two years to pay shares. The bylaws set governance almost freely (no board needed, share classes, transfer lockups up to 10 years), but an SAS cannot list on the stock exchange after the Constitutional Court struck down the 2023 reform in February 2025. Formation of a small SAS costs well under US$300 in chamber fees and registration tax.

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
Formation document of an SAS	Private document with authenticated signatures, registered at the chamber of commerce textLey 1258 de 2008 art. 5, 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
Default notice for an SAS shareholders' meeting	5 business daysLey 1258 de 2008 art. 20, as of 2026-10-26 · in force
Maximum bylaw ban on transferring SAS shares (extendable by unanimity)	10 yearsLey 1258 de 2008 art. 13, as of 2026-10-26 · in force
Holding above which a company can absorb an SAS by short form merger	90 %Ley 1258 de 2008 art. 33, 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 struck down by Sentencia C-038 de 2025 textLey 1258 de 2008 art. 4; Sentencia C-038 de 2025, as of 2026-10-26 · 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
Monthly legal minimum wage, 2026	1750905 COPDecreto 1469 de 2025 art. 1, 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. An SAS can be formed by one or more individuals or legal entities, so a foreign parent can be the sole shareholder. Shareholders are liable only up to their contributions and, save for the fraud and abuse case in art. 42, do not answer for the company's labour, tax or other obligations. The SAS is always a commercial company whatever its purpose, and for tax purposes it follows the rules for sociedades anónimas.Ley 1258 de 2008 (simplified stock company), Art. 1 and art. 3, 2008-12-05 official text · verified 2026-10-26

2. The SAS is created by a contract or unilateral act in a private document, which the signatories must authenticate (directly or through an attorney) before it is registered in the Registro Mercantil of the chamber of commerce of the main domicile. The document must state at least the shareholders' names, ID and domicile; a name followed by "sociedad por acciones simplificada" or "S.A.S."; the domicile; the term (indefinite if silent); the business purpose (any lawful activity if silent); authorized, subscribed and paid capital with the class, number and par value of shares and how they will be paid; and the management structure, with at least one legal representative. If assets contributed need a public deed to transfer, such as real estate, the SAS must be formed by public deed. The chamber refuses to register a document that omits a legal requirement.
Cost to do it: Authentication of signatures at a notary (fee varies by notary); 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), matrícula by assets, existence certificate COP 12,100 (US$3.83).Ley 1258 de 2008 (simplified stock company), Art. 5 and art. 6, 2008-12-05 official text · verified 2026-10-26

3. The SAS becomes a legal person distinct from its shareholders once registered. Until the document is registered, it is a de facto partnership if there are several shareholders, and a sole founder answers personally for obligations taken on for the business. Its existence and bylaw clauses are proved with the chamber of commerce certificate.Ley 1258 de 2008 (simplified stock company), Art. 2, art. 7 and art. 8, 2008-12-05 official text · verified 2026-10-26

4. Capital may be subscribed and paid on terms, proportions and deadlines different from those of the sociedad anónima, but shares must be paid within two years at most. The bylaws may set minimum or maximum percentages of capital that one or more shareholders may control. The SAS may create classes and series of shares, including privileged shares, preferred dividend shares without voting rights, fixed annual dividend shares and payment shares, and the bylaws state the votes of each class, including single or multiple voting. Shares may be held through a commercial trust if the share register identifies the trust company and the beneficiaries.
Example: Subscribed capital COP 50,000,000, of which COP 12,500,000 is paid at signing and COP 37,500,000 within 18 months, inside the two year cap. / About US$15,831 subscribed, US$3,958 paid at signing and US$11,873 later.Ley 1258 de 2008 (simplified stock company), Art. 9, art. 10, art. 11 and art. 12, 2008-12-05 official text · verified 2026-10-26

5. The bylaws set the SAS organization freely. If they are silent, the shareholders' meeting or sole shareholder holds the powers that art. 420 of the Código de Comercio gives the general meeting of an S.A., and management lies with the legal representative. A board is optional and may have one or more members. The legal representative may be an individual or a legal entity; without a bylaw rule the representative may carry out every act within the business purpose. Directors' liability rules of Ley 222 de 1995 apply to the legal representative and any board, and to anyone who meddles in management without being an administrator.Ley 1258 de 2008 (simplified stock company), Art. 17, art. 25, art. 26 and art. 27, 2008-12-05 official text · verified 2026-10-26

6. Unless the bylaws say otherwise, the legal representative calls the shareholders' meeting by written notice to each shareholder at least five business days in advance; the meeting has quorum with half plus one of the subscribed shares and decides with half plus one of the shares present. Meetings may be held outside the domicile, by simultaneous or successive communication and by written consent, without a Supersociedades delegate. Shareholders may waive notice. With a sole shareholder, decisions are recorded in minutes entered in the minute book. Shareholder agreements on transfers, voting or representation bind the company if deposited at its offices, for up to 10 years renewable by unanimity.Ley 1258 de 2008 (simplified stock company), Art. 18 to art. 22 and art. 24, 2008-12-05 official text · verified 2026-10-26

7. Bylaws may bar transfers of shares for up to 10 years from issue (extendable only by unanimity), require prior approval of the meeting for any transfer, require corporate shareholders to report a change of control (with exclusion and a 20 percent cut in the reimbursement as sanctions) and set grounds for excluding shareholders. A transfer that breaches these clauses is void by operation of law. These clauses, and the arbitration clause, can only be added or changed with 100 percent of subscribed shares.Ley 1258 de 2008 (simplified stock company), Art. 13 to art. 16, art. 39 and art. 41, 2008-12-05 official text · verified 2026-10-26

8. Bylaw amendments need half plus one of the shares present and are recorded in a private document registered in the Registro Mercantil, unless they transfer assets that need a public deed. Transforming into or out of an SAS needs a unanimous decision of all subscribed shares. A sale of assets and liabilities of 50 percent or more of net equity needs meeting approval and registration. A company holding more than 90 percent of an SAS can absorb it by decision of the legal representatives or boards (short form merger).Ley 1258 de 2008 (simplified stock company), Art. 29, art. 31, art. 32 and art. 33, 2008-12-05 official text · verified 2026-10-26

9. An SAS cannot list on the securities market. The 2023 development plan let an SAS register securities in the Registro Nacional de Valores y Emisores, but the Constitutional Court struck that article down, so original art. 4 again bars SAS shares and other securities from the RNVE and from stock exchanges. Some legal databases still show the struck down text.Ley 1258 de 2008; Ley 2294 de 2023; Corte Constitucional, Sentencia C-038 de 2025, Ley 1258 art. 4; Ley 2294 art. 261 (struck down), 2025-02-05 official text · verified 2026-10-26 · changed: Ley 2294 de 2023 art. 261 allowed SAS listings; Sentencia C-038 de 2025 of 5 February 2025 declared it unconstitutional.

10. An SAS needs a revisor fiscal only where a law requires one; if so, the auditor must be a certified public accountant, and profits must in any case be supported by financial statements audited by an independent public accountant. The general law makes a revisor fiscal mandatory for any commercial company whose gross assets at 31 December of the previous year reach 5,000 monthly minimum wages or whose gross income for that year reaches 3,000 monthly minimum wages (COP 1,750,905 per month in 2026).
Example: At the 2026 minimum wage the triggers are gross assets of COP 8,754,525,000 or gross income of COP 5,252,715,000. / About US$2,771,796 of assets or US$1,663,078 of income.Ley 1258 de 2008; Ley 43 de 1990; Decreto 1469 de 2025, Ley 1258 art. 28; Ley 43 art. 13 par. 2; Decreto 1469 art. 1, 2008-12-05 official text · verified 2026-10-26

11. Unless the bylaws provide otherwise, several Código de Comercio prohibitions do not apply to an SAS, including the art. 155 rule that forces distribution of at least 50 percent of profits when the 78 percent majority is not reached, the art. 435 ban on family majorities on the board, and the art. 454 rule raising compulsory distribution to 70 percent when reserves exceed subscribed capital. The legal representative submits financial statements, the management report and other accounts to the meeting (or sole shareholder) for approval.Ley 1258 de 2008 (simplified stock company), Art. 37 and art. 38, 2008-12-05 official text · verified 2026-10-26

12. An SAS dissolves on expiry of its term, impossibility of carrying out its purpose, start of judicial liquidation, bylaw grounds, decision of the shareholders or sole shareholder, or order of an authority; the old loss based ground was repealed and replaced by the general going concern ground of Ley 2069 de 2020. The dissolution ground can be cured within six months of the meeting recognising it. Liquidation follows the rules for limited liability companies, with the legal representative or a person named by the meeting as liquidator.Ley 1258 de 2008; Ley 2069 de 2020, Ley 1258 art. 34 to art. 36; Ley 2069 art. 4 par. 2, 2008-12-05 official text · verified 2026-10-26 · changed: Ley 2069 de 2020 (31 December 2020) repealed art. 34 num. 7 (losses below 50 percent of subscribed capital) and made failing the going concern hypothesis a dissolution ground for all commercial companies.

13. Disputes between shareholders, or with the company or its administrators, may be sent to arbitration if the bylaws so provide. Supersociedades acts with judicial powers in summary oral proceedings to enforce deposited shareholder agreements, to annul acts done through an SAS in fraud of law or to the detriment of third parties (with joint liability of the shareholders and administrators involved) and to annul abusive votes.Ley 1258 de 2008 (simplified stock company), Art. 24 par. 2, art. 40, art. 42, art. 43 and art. 44, 2008-12-05 official text · verified 2026-10-26

Item	Basis	COP	Approx. USD
Matrícula at formation	COP 24,220 plus COP 8,477 per COP 1,000,000 of assets	448,070	141.86
Inscription of the constitution document	6 UVB	73,000	23.11
RUES form	0.7 UVB	8,500	2.69
Existence and legal representation certificate	1 UVB	12,100	3.83
Inscription of the share register and minute book	2 UVB per book	48,400	15.32
Departmental registration tax	0.1% to 0.3% of subscribed capital	50,000 to 150,000	15.83 to 47.49
Total		640,070 to 740,070	202.65 to 234.32

Formation costs of a single shareholder SAS with subscribed capital and opening assets of COP 50,000,000, 2026 national tariff (Decreto 1074 de 2015) and Ley 223 de 1995 art. 230 lit. c band for company formation (the exact rate is set by each departmental ordinance). Notary authentication and advisers are extra. USD at the TRM of COP 3,158.43.

Topic	Default if bylaws are silent	Bylaws may	Article
Term	Indefinite	Fix a term	Art. 5 num. 4
Purpose	Any lawful activity	Limit the purpose	Art. 5 num. 5
Board	None; legal representative manages	Create a board of one or more members	Art. 25
Meeting notice	5 business days by written notice	Set other rules	Art. 20
Quorum and majority	Half plus one of subscribed shares; half plus one of shares present	Require higher majorities	Art. 22
Share transfers	Free	Ban for up to 10 years or require prior approval (100% of shares to adopt)	Art. 13, 14, 41
Disputes	Courts or Supersociedades	Arbitration or amiable composition (100% of shares to adopt)	Art. 40, 41

SAS default rules and what the bylaws can change (Ley 1258 de 2008).

Worked example

A US parent forms a single shareholder SAS in Bogotá with subscribed capital of COP 50,000,000 (about US$15,831), paying COP 12,500,000 at signing and the rest within 18 months (Ley 1258 art. 9).
The parent's attorney signs and authenticates the private document (art. 5 par. 1) and files it at the chamber; costs come to roughly COP 640,070 to COP 740,070 (US$202.65 to US$234.32) in chamber fees and registration tax.
The bylaws create no board, name a general manager as legal representative and require prior meeting approval for any share transfer (art. 14, 25 and 26). A later local partner signs a shareholder agreement that is deposited at the company to bind it (art. 24).
As sole shareholder, the parent approves the year end accounts by recording the decision in the minute book (art. 22 par. and art. 37 par.).

Step by step

1. Choose the domicile and check the name is free in the RUES; chambers refuse a name already registered (Código de Comercio art. 35).
2. Draft the constitution document with every art. 5 element, including authorized, subscribed and paid capital and at least one legal representative.
3. Authenticate the signatures at a notary, or abroad with apostille and official translation if signed outside Colombia (Código General del Proceso art. 251).
4. File at the chamber, pay the matrícula, inscription and registration tax, and obtain the existence certificate; the NIT is assigned through the RUT process (Estatuto Tributario art. 555-2).
5. Register the share register and minute book (Código de Comercio art. 28 num. 7), open a bank account and bring in capital through the FX market (see the foreign investment page).
6. File the beneficial ownership report within two months of RUT registration and register the parent's control situation within 30 days (see the beneficial ownership page).

Common traps

Signing contracts before registration. Until registered, a sole founder is personally liable (Ley 1258 art. 7).
Leaving shares unpaid beyond two years from subscription (art. 9).
Relying on a legal database that still shows the 2023 text of art. 4 allowing SAS listings; it was struck down by Sentencia C-038 de 2025.
Adding transfer restrictions or an arbitration clause later without 100 percent of the shares (art. 41).
Assuming no auditor is ever needed. Once the Ley 43 de 1990 thresholds are met a revisor fiscal is mandatory (art. 28; Ley 43 art. 13 par. 2).
Contributing real estate by private document. Assets that need a public deed require formation by public deed (art. 5 par. 2).
Using the SAS to defraud creditors. Shareholders and administrators involved become jointly liable (art. 42).

Sources

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