Countries › Colombia › Guide › 15. Exiting › Personal liability when exiting Colombia: managers, liquidators, statutory auditors, shareholders and the foreign parent

Personal liability when exiting Colombia: managers, liquidators, statutory auditors, shareholders and the foreign parent

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

Colombian exits expose people as well as companies. Managers answer jointly and without limit for damage caused by fault, with fault presumed when they breach the law or bylaws, and must stop new business and call shareholders once a going concern failure is evident. Liquidators who go beyond the liquidation or ignore tax priority, legal representatives who miss the 10 day DIAN notice, shareholders who used a fast track liquidation or received liquidation money while taxes were unpaid, and parents whose control caused a subsidiary's insolvency can all be made to pay.

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

Deadline to notify DIAN after a dissolution cause	10 daysET art. 847, as of 2026-10-27 · in force
Shareholder joint liability after fast track liquidation	5 yearsLey 1429 de 2010 art. 25, as of 2026-10-27 · in force
Limitation period for the action against the controlling parent	4 yearsLey 1116 art. 61, as of 2026-10-27 · in force

The rule

1. Managers are jointly and unlimitedly liable for damage caused by intent or fault to the company, members or third parties; those who did not know of the act or voted against it are exempt if they did not execute it. Fault is presumed for breach or excess of functions or of the law or bylaws, and for unlawful profit distributions. Bylaw clauses limiting this liability are void, and where the manager is a legal entity its legal representative is also liable.Código de Comercio (art. 200 subrogated by Ley 222 de 1995 art. 24), Art. 200, 1995-12-20 official text · verified 2026-10-27

2. Once a going concern failure can reasonably be verified, managers must refrain from new operations outside the ordinary course and immediately call the shareholders; they must also call them as soon as statements and projections show equity deterioration or insolvency risk, or answer jointly for the damage caused.Ley 2069 de 2020, Art. 4, 2020-12-31 official text · verified 2026-10-27

3. After dissolution, any operation outside the liquidation makes the liquidator, and a statutory auditor who did not object, liable without limit and jointly; those in charge also answer for failing to add "en liquidación" to the name. Superintendencia de Sociedades hears liability actions against members and liquidators in voluntary liquidations, in a single instance summary procedure.Código de Comercio; Ley 1429 de 2010, Código de Comercio art. 222; Ley 1429 art. 28, 2010-12-29 official text · verified 2026-10-27

4. Legal representatives who do not notify DIAN within 10 days of a dissolution cause and liquidators who ignore the priority of tax claims are jointly liable for unpaid taxes. Members of dissolved companies answer for its taxes up to what they received in the liquidation, and partners other than shareholders of sociedades anónimas and companies treated like them answer pro rata for the company's taxes.Estatuto Tributario, Art. 847 parágrafo, art. 793 lit. b and art. 794, 1989-03-30 official text · verified 2026-10-27

5. In a fast track liquidation without external liabilities, members are jointly liable to creditors for five years for any obligation omitted from the inventory. When an SAS is used to defraud the law or harm third parties, the shareholders and managers who took part answer jointly for the obligations and damage.Ley 1429 de 2010; Ley 1258 de 2008, Ley 1429 art. 25; Ley 1258 art. 42, 2010-12-29 official text · verified 2026-10-27

6. In insolvency, members, managers, statutory auditors and employees whose intentional or negligent conduct reduced creditors' common pledge are liable for the shortfall of external liabilities, with fault presumed for breach of law or bylaws. A parent whose control caused the insolvency answers subsidiarily for the debtor's obligations, with causation presumed; the action lapses in four years.Ley 1116 de 2006, Art. 82 and art. 61, 2006-12-27 official text · verified 2026-10-27

7. If an offshore seller does not pay Colombian tax on an indirect transfer, the Colombian subsidiary is jointly liable for the tax, interest and penalties, and the buyer is jointly liable if it knew the operation was tax abuse.Estatuto Tributario (art. 90-3 as modified by Ley 2010 de 2019 art. 62), Art. 90-3 parágrafo 3, 2019-12-27 official text · verified 2026-10-27

Person	Trigger	Extent	Source
Managers	Fault or intent; trading on after going concern failure	Joint and unlimited for damage	Código de Comercio art. 200; Ley 2069 art. 4
Liquidator and statutory auditor	Acts outside the liquidation	Joint and unlimited	Código de Comercio art. 222
Legal representative	No DIAN notice within 10 days	Joint for unpaid taxes	ET art. 847
Liquidator	Ignoring tax priority	Joint for unpaid taxes	ET art. 847
Shareholders	Liquidation proceeds received	Up to amount received for taxes	ET art. 793 lit. b
Shareholders	Fast track liquidation with omitted debts	Joint, five years	Ley 1429 art. 25
Parent company	Insolvency caused by control	Subsidiary for all debts, presumed	Ley 1116 art. 61
Colombian subsidiary	Offshore seller does not pay indirect transfer tax	Joint for tax, interest and penalties	ET art. 90-3 par. 3

Who can be liable on exit and for what

Worked example

A foreign group appoints its regional CFO as legal representative of a Colombian SAS being wound down. The CFO misses the 10 day DIAN notice and the liquidator pays the parent before a pending VAT debt: both become jointly liable for the unpaid VAT, and the parent is liable up to what it received.

Step by step

Minute the going concern review at each year end and call shareholders promptly if it fails.
Calendar the 10 day DIAN notice and keep reserves for taxes and employee claims.
Limit the liquidator's acts to the liquidation; record objections of the statutory auditor where needed.
Prefer the ordinary route over the fast track when the debt picture is uncertain.
Keep intra group dealings at arm's length in the years before an exit.

Common traps

Liability clauses in the bylaws cannot protect managers.
Foreign executives acting as Colombian legal representatives carry the same personal exposure as locals.
The parent's control liability is presumed; the burden is on the parent to disprove it.

Sources

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