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Sociedad anónima (S.A.) in Colombia: five shareholders, capital rules, board, auditor and dividends

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

The sociedad anónima is Colombia's classic corporation and, since an SAS cannot list, the vehicle for a public offering: it needs at least five shareholders, a public deed registered at the chamber of commerce, at least 50 percent of authorized capital subscribed and one third of each share paid at formation, a board of three with alternates and a revisor fiscal. It must reserve 10 percent of profits until the legal reserve reaches half of subscribed capital and, without a 78 percent vote, distribute at least half of its net profits. Holding 95 percent in one hand, or dropping below five shareholders, is a dissolution ground.

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 shareholders of a sociedad anónima	5 shareholdersCódigo de Comercio art. 374, 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 subscription	One third textCódigo de Comercio art. 376 and art. 387, as of 2026-10-26 · in force
Maximum term to pay the balance of S.A. shares paid in instalments	1 yearsCódigo de Comercio art. 387, 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
Months after year end to hold the ordinary meeting if bylaws are silent	3 monthsCódigo de Comercio art. 422, as of 2026-10-26 · in force
Notice for a meeting approving year end accounts	15 business daysCódigo de Comercio art. 424, 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
Legal reserve target as a share of subscribed capital	50 %Código de Comercio art. 452, as of 2026-10-26 · in force
Majority of shares represented needed to approve a profit distribution below the statutory minimum	78 %Código de Comercio art. 155 (Ley 222 de 1995 art. 240), as of 2026-10-26 · in force
Minimum share of net profits distributed when the 78 percent majority is not reached	50 %Código de Comercio art. 155, 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 stock companies one person may serve as revisor fiscal	5 companiesCódigo de Comercio art. 215, 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 sociedad anónima (S.A.) is formed by a fund contributed by shareholders liable up to their contributions, is managed by temporary and revocable officers, and its name must be followed by "Sociedad Anónima" or "S.A.". It cannot be formed or operate with fewer than five shareholders. Like any Código de Comercio company it is formed by public deed, a copy of which is registered at the chamber of commerce of the main domicile; until then the company contract cannot be raised against third parties, and the company may not start operating before registration, on pain of joint liability of the administrators who act for it.
Cost to do it: Notary fees for the public deed (vary by notary and are not set out here), plus chamber fees for 2026: inscription 6 UVB, COP 73,000 (US$23.11), matrícula by assets, RUES form COP 8,500 (US$2.69) and certificate COP 12,100 (US$3.83), and departmental registration tax of 0.1 to 0.3 percent of subscribed capital under Ley 223 de 1995 art. 229 and 230 lit. c.Código de Comercio (Decreto 410 de 1971), Art. 110, art. 111, art. 112, art. 116, art. 373 and art. 374, 1971-03-27 official text · verified 2026-10-26

2. Capital is divided into shares of equal value represented by negotiable certificates; shares must be registered (nominativas) until fully paid. 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. When shares are paid in instalments, at least one third is paid at subscription and the balance within one year. A shareholder in arrears cannot exercise the rights of the unpaid shares, and the company may sue, sell the shares through a broker or apply what was paid to fully paid shares after a 20 percent deduction as presumed damages. Shares for services or know how (acciones de industria) may be created and stay deposited until the obligation is performed.
Example: Authorized capital COP 1,000,000,000: at least COP 500,000,000 subscribed at formation, of which at least COP 166,666,667 paid at once and the rest within one year if paid in instalments. / About US$316,613 authorized, US$158,307 subscribed and US$52,769 paid at formation.Código de Comercio (Decreto 410 de 1971), Art. 375, art. 376, art. 377, art. 380, art. 387 and art. 397, 1971-03-27 official text · verified 2026-10-26

3. Shares are freely transferable, with exceptions such as privileged shares. A transfer of registered shares is agreed between the parties but takes effect towards the company and third parties only when entered in the share register on the transferor's written order, which may be an endorsement. Bylaws may give the company or shareholders a right of first refusal, with price fixed by the parties or by experts, but while the shares are listed on a stock exchange any clause restricting free transfer is treated as not written. The company may refuse an entry only on an order of an authority or where transfer conditions were not met.Código de Comercio (Decreto 410 de 1971), Art. 403, art. 406, art. 407 and art. 416, 1971-03-27 official text · verified 2026-10-26

4. The ordinary shareholders' meeting is held at least once a year on the dates in the bylaws or, if silent, within three months after the year end, to review accounts, elect officers and decide on profits. If not called, it meets by its own right on the first business day of April at 10 a.m. at the main office. For meetings approving year end accounts, notice is at least 15 business days, otherwise five calendar days, by newspaper notice unless the bylaws provide another method. The meeting deliberates with a plural number of persons holding an absolute majority of subscribed shares and decides by majority of votes present unless law or bylaws require more; if quorum fails, a second meeting 10 to 30 days later decides with any plural number of shareholders. Shareholders holding one fifth of subscribed shares can ask the superintendent to call an extraordinary meeting if the bylaws set no other number.Código de Comercio (Decreto 410 de 1971), Art. 422, art. 423, art. 424, art. 427 and art. 429 (as replaced by Ley 222 de 1995 art. 69), 1971-03-27 official text · verified 2026-10-26

5. The board of directors has at least three members, each with an alternate, elected by the shareholders' meeting by electoral quotient for set terms and freely removable. No majority of the board may be formed by spouses or close relatives, except in family companies; decisions taken with such a majority have no effect. The board decides with a majority of its members unless the bylaws require more. The S.A. has at least one legal representative with one or more alternates, appointed by the board unless the bylaws give that power to the meeting, and the appointment is registered at the chamber; registered representatives keep that capacity until a new appointment is registered.Código de Comercio (Decreto 410 de 1971), Art. 434 to art. 438, art. 440, art. 441 and art. 442, 1971-03-27 official text · verified 2026-10-26

6. Every stock company must have a revisor fiscal, elected by absolute majority of the meeting. The revisor fiscal must be a public accountant, cannot be a shareholder, employee or close relative of managers, cannot hold any other post in the company, and no person may act as revisor fiscal of more than five stock companies; an audit firm must name an individual accountant for each engagement. The revisor fiscal checks operations, reports irregularities, supervises accounting and minutes and signs every balance sheet with an opinion.
Cost to do it: Fees are set by contract with the accountant or firm; there is no official tariff.Código de Comercio (Decreto 410 de 1971), Art. 203 num. 1, art. 204, art. 205, art. 207 and art. 215, 1971-03-27 official text · verified 2026-10-26

7. At least once a year, on 31 December, the S.A. closes its accounts and prepares an inventory and balance sheet. The board and legal representative present to the meeting the balance sheet, a detailed income statement, a proposed profit distribution after income tax, and a board report that must disclose, among other things, payments to each director and to advisers. These documents, with the books, are open to shareholders at the offices during the 15 business days before the meeting; officers and the revisor fiscal who block this are fined by the superintendent.Código de Comercio (Decreto 410 de 1971), Art. 445, art. 446 and art. 447, 1971-03-27 official text · verified 2026-10-26

8. The S.A. must build a legal reserve of at least 50 percent of subscribed capital by setting aside 10 percent of net profits each year; once the reserve reaches 50 percent the allocation stops, and it restarts if the reserve falls. Unless the bylaws require a higher majority, distribution of profits needs a plural number of shareholders with at least 78 percent of the shares represented; failing that majority, at least 50 percent of net profits (or of the balance after absorbing prior losses) must be distributed, rising to 70 percent if the legal, bylaw and occasional reserves exceed 100 percent of subscribed capital. Dividends are paid in cash within one year of being declared; paying them in shares needs 80 percent of the shares represented, otherwise only shareholders who accept receive shares.
Example: Net profit of COP 400,000,000 with subscribed capital of COP 500,000,000 and a legal reserve still below COP 250,000,000: COP 40,000,000 goes to the legal reserve; if no 78 percent majority forms, at least COP 180,000,000 (50 percent of the COP 360,000,000 balance) must be paid out. / About US$126,645 of profit, US$12,665 to reserve and at least US$56,990 paid out.Código de Comercio (Decreto 410 de 1971); Ley 222 de 1995, Código de Comercio art. 155 (as replaced by Ley 222 art. 240), art. 156, art. 452, art. 454 and art. 455, 1995-12-20 official text · verified 2026-10-26

9. Besides the general grounds (term expiry, impossibility of the business, number of shareholders below the legal minimum, bylaw grounds), an S.A. dissolves when 95 percent or more of its subscribed shares belong to one shareholder. Shareholders may avoid dissolution by curing the ground within six months of its occurrence. Since 2020 the old loss based ground was repealed and failing the going concern hypothesis at year end is a dissolution ground; administrators must then stop new non ordinary business and call the meeting at once, or answer jointly for damages.Código de Comercio (Decreto 410 de 1971); Ley 2069 de 2020, Código de Comercio art. 218, art. 220 and art. 457; Ley 2069 art. 4, 2020-12-31 official text · verified 2026-10-26 · changed: Ley 2069 de 2020 (31 December 2020) repealed art. 457 num. 2 and art. 458 and 459 (losses below 50 percent of capital) and replaced them with the going concern ground of art. 4.

10. Administrators (legal representative, board members, liquidators and anyone with those functions) must act in good faith, with loyalty and the diligence of a good businessman, in the interest of the company, and may not compete with it or act under a conflict of interest without authorisation of the meeting given on full information. The company sues administrators after a meeting decision taken by half plus one of the shares represented, which removes the administrator; if the company does not sue within three months, any administrator, the revisor fiscal or any shareholder may do so.Ley 222 de 1995, Art. 22, art. 23 and art. 25, 1995-12-20 official text · verified 2026-10-26

Item	Basis	COP	Approx. USD
Matrícula at formation	COP 575,225 plus COP 4,238.5 per COP 1,000,000 of assets above COP 78,715,000	about 1,089,292	344.88
Inscription of the public deed	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
Share register and minute book	2 UVB per book	48,400	15.32
Departmental registration tax	0.1% to 0.3% of subscribed capital	500,000 to 1,500,000	158.31 to 474.92
Total before notary		about 1,731,292 to 2,731,292	548.15 to 864.76

Formation costs of an S.A. with subscribed capital of COP 500,000,000 and opening assets of COP 200,000,000 (cash paid in), 2026 national tariff (Decreto 1074 de 2015) and Ley 223 de 1995 art. 230 lit. c band; the departmental ordinance fixes the exact rate. Notary fees for the public deed are extra. USD at the TRM of COP 3,158.43.

Worked example

Five investors form an S.A. by public deed with authorized capital of COP 1,000,000,000, subscribe COP 500,000,000 and pay COP 200,000,000 at once, above the one third minimum of COP 166,666,667 (Código de Comercio art. 376); the remaining COP 300,000,000 is due within one year (art. 387).
The deed names a three member board with alternates, a revisor fiscal and a legal representative appointed by the board (art. 434, 440 and 203).
Chamber fees and registration tax come to about COP 1,731,292 to COP 2,731,292 (US$548.15 to US$864.76) before notary fees.
In year one it earns COP 400,000,000: COP 40,000,000 goes to the legal reserve (art. 452) and, absent a 78 percent vote, at least COP 180,000,000 is distributed in cash within one year (art. 155 and 156).

Step by step

1. Line up at least five shareholders and draft the bylaws with the art. 110 contents, including authorized, subscribed and paid capital.
2. Execute the public deed before a notary; foreign shareholders' documents need apostille and official translation (Código General del Proceso art. 251).
3. Register the deed at the chamber of commerce, pay the matrícula and registration tax (within two months of execution, Ley 223 de 1995 art. 231) and register the appointments of board, legal representative and revisor fiscal.
4. Register the share register and minute book, obtain the RUT and NIT, open a bank account and channel foreign capital through the FX market.
5. Issue share certificates, keep the register current, file the beneficial ownership report within two months of RUT registration and hold the ordinary meeting within three months after each year end.

Common traps

Dropping below five shareholders or letting one shareholder reach 95 percent; both are dissolution grounds (art. 218 num. 3 and 457 num. 3), curable only within six months (art. 220).
Unpaid instalments beyond one year; defaulting shareholders lose voting and dividend rights on the unpaid shares (art. 387 and 397).
Skipping the 15 business day notice for the year end meeting, which makes decisions vulnerable (art. 424 and 190).
Retaining all profits without a 78 percent majority; at least 50 percent must then be paid out (art. 155).
Naming a revisor fiscal who is a shareholder or already audits five stock companies (art. 205 and 215).
Board majorities of relatives in a non family company void board decisions (art. 435).

Sources

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