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Exiting through an asset sale in Colombia: selling the commercial establishment, creditor notices, buyer liability, employer substitution and the tax on gains

Last verified: 2026-10-27 · Status: Stable

Instead of selling shares, a Colombian company can sell its business (establecimiento de comercio) or individual assets and then distribute or liquidate. The sale of an establishment is presumed to be a sale of the whole unit, must be in a public deed or recognized private document, and seller and buyer are jointly liable for recorded debts unless creditors are notified and do not object within two months of registration. Employees transfer automatically with joint liability for prior debts, and the selling company pays tax on gains: depreciation recapture as ordinary income first, then 15 percent on fixed assets held two years or more.

USD figures use the TRM (tasa representativa del mercado) of COP 3,157.94 per US dollar valid 27 October 2026, from the official TRM series certified by the Superintendencia Financiera and published on datos.gov.co. Conversions are for orientation only.

Key facts

Creditors' period to object after registration of the establishment sale	2 monthsCódigo de Comercio art. 528 and 530, as of 2026-10-27 · in force
Deviation from market prices treated as notorious	15 %ET art. 90, as of 2026-10-27 · in force
Occasional gains rate, companies	15 %ET art. 313, as of 2026-10-27 · in force
General corporate income tax rate	35 %ET art. 240, as of 2026-10-27 · in force

The rule

1. The transfer of a commercial establishment, by any title, is presumed made in block as an economic unit. It must be in a public deed or private document acknowledged before a competent official to be effective between the parties, and the seller must deliver a balance sheet and detailed list of liabilities certified by a public accountant.
Cost to do it: Registration of the sale at the chamber of commerce: 6 UVB, COP 72,660 (US$23) in 2026.Código de Comercio (Decreto 410 de 1971), Art. 525, 526 and 527, 1971-03-27 official text · verified 2026-10-27

2. Seller and buyer are jointly liable for all obligations contracted up to the sale in running the establishment that appear in the mandatory books. The seller's liability ends two months after registration of the sale in the commercial registry if creditors were notified in writing, a general notice was published in a Bogotá newspaper and a local one, and no creditor objected in that period; objecting creditors must register their objection and may demand guarantees, failing which even future obligations become due. Debts not in the books or the sale document stay with the seller, but the buyer is jointly liable unless it proves good faith without fault.Código de Comercio, Art. 528, 529 and 530, 1971-03-27 official text · verified 2026-10-27

3. Any change of employer is an employer substitution if the establishment keeps its identity; it does not end, suspend or modify the employment contracts. Old and new employer are jointly liable for obligations due at the date of substitution (the new employer may recover from the old), the new employer is liable for later obligations and pensions, and severance accrued up to the substitution may be settled with the workers or transferred in full to the new employer.Código Sustantivo del Trabajo, Art. 67, 68, 69 and 70, 1950-08-05 official text · verified 2026-10-27

4. The gain on selling assets is the price less tax cost. For depreciable fixed assets the gain is first ordinary income to the extent of depreciation previously deducted, and the balance is income or occasional gain; fixed assets held two years or more produce occasional gains taxed at 15 percent, those held less produce ordinary income taxed at 35 percent. The price must be commercial value; a price more than 15 percent away from market prices for similar assets is notoriously different and may be adjusted.
Example: Building held ten years sold for COP 2,000,000,000; tax cost after deducted depreciation of COP 300,000,000 is COP 900,000,000. Gain COP 1,100,000,000: recapture COP 300,000,000 at 35 percent (COP 105,000,000) plus COP 800,000,000 at 15 percent (COP 120,000,000); total COP 225,000,000. / Price US$633,324; tax US$71,249.Estatuto Tributario (art. 90 as modified by Ley 2010 de 2019 art. 61; art. 313 and 240 by Ley 2277 de 2022), Art. 90, 300, 313 and 240, 2022-12-13 official text · verified 2026-10-27

5. For tax purposes a spin off is treated as such only if the part spun off qualifies as one or more business units or commercial establishments; otherwise it is treated as a sale of assets.Estatuto Tributario (added by Ley 1607 de 2012 art. 98), Art. 319-6 par. 1 and art. 319-7 par. 1, 2012-12-26 official text · verified 2026-10-27

Point	Share sale	Asset sale	Source
Who pays tax	Foreign seller (15 percent or 35 percent)	Colombian company, then dividend or liquidation tax on the way out	ET art. 300, 313, 245, 301
Liabilities	Stay in the company sold	Joint liability for booked debts unless the two month process is followed	Código de Comercio art. 528
Employees	Unchanged	Employer substitution with joint liability	CST art. 67 to 69
DIAN filing by foreign seller	Change of ownership return within one month	Company's normal returns	Decreto 1625 art. 1.6.1.13.2.19

Share sale or asset sale for a foreign owner

Worked example

Asset sale of a building: tax at company level COP 225,000,000 (US$71,249) before any dividend or liquidation tax when the cash is paid to the foreign parent.
A company sells its retail chain as an establishment: it delivers a certified balance and liabilities list, notifies each creditor in writing, publishes notices in Bogotá and local newspapers, registers the deed, and after two months without objections stops being liable for the booked debts.

Step by step

Decide share sale or asset sale, comparing tax at company level plus extraction tax against the seller's share sale tax.
Prepare the certified balance and liabilities list; document the sale in a public deed or acknowledged private document.
Notify creditors individually and by newspaper notice; register the sale; diary the two month objection period.
Handle employees as an employer substitution and agree how accrued severance is settled.
Compute recapture and gains at commercial value; then distribute or liquidate under the payout rules.

Common traps

Without the written and published notices the seller stays jointly liable for booked debts with no time limit under art. 528.
A buyer that cannot prove good faith without fault shares liability even for unbooked debts.
Moving staff to a buyer does not end their contracts or their accrued rights.
Asset sales tax twice on the way out: company level gain, then dividend or liquidation tax for the foreign shareholder.

Sources

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