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Dissolution and voluntary liquidation of a Colombian company: causes, the 18 month cure window, the liquidator, paying creditors and the final account

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

A Colombian company is closed in two legal steps: dissolution (a shareholder decision or another legal cause, recorded at the chamber of commerce) and liquidation (a liquidator collects, sells and pays everyone before shareholders get anything). Most causes can still be cured within 18 months of occurring (six months for most SAS causes), and failing the going concern test at year end is itself a dissolution cause since 2020. Companies with no external liabilities can use a fast track in which the shareholders approve the inventory and the final account together, at the price of five years of joint liability for any debt left off the inventory.

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

Period to cure a dissolution cause (registration of the cure minutes)	18 monthsLey 1429 de 2010 art. 24, as of 2026-10-27 · in force
Period to cure a dissolution cause in an SAS	6 monthsLey 1258 de 2008 art. 35, as of 2026-10-27 · in force
Early distribution allowed for assets above this multiple of unpaid liabilities	2 times liabilitiesCódigo de Comercio art. 241, as of 2026-10-27 · in force
Shareholder joint liability after fast track liquidation without liabilities	5 yearsLey 1429 de 2010 art. 25, as of 2026-10-27 · in force
Maximum external liabilities to assets ratio for reactivating a company in liquidation	70 %Ley 1429 de 2010 art. 29, as of 2026-10-27 · in force
Chamber of commerce fee to register an act (dissolution, liquidator, final account)	6 UVBDecreto 1074 de 2015 art. 2.2.2.46.1.4 (Decreto 45 de 2024), as of 2026-10-27 · in force
Unidad de Valor Básico (UVB) 2026	12110 COPRes. MinHacienda 3488 de 2025 as cited in SNR Res. 2026 001726 6, as of 2026-10-27 · in force

The rule

1. A commercial company dissolves on expiry of its term, impossibility of carrying on its business, a fall in the number of members below the legal minimum, causes stated in the bylaws, a decision of the members, an order of a competent authority, or other legal causes. Dissolution by expiry of the term operates automatically from that date; other causes must be declared by the shareholders' meeting, whose minutes are registered in the commercial registry.
Cost to do it: Registering the dissolution minutes is an act registration at the chamber of commerce: 6 UVB, COP 72,660 (US$23) in 2026 (Decreto 1074 de 2015 art. 2.2.2.46.1.4).Código de Comercio (Decreto 410 de 1971); Ley 1429 de 2010, Código de Comercio art. 218 and 219; Ley 1429 art. 24, 2010-12-29 official text · verified 2026-10-27

2. Since Ley 2069 de 2020 failing the going concern hypothesis (hipótesis de negocio en marcha) at year end is a dissolution cause for every commercial company and replaces the old dissolution for losses. When it can reasonably be verified, managers must stop new operations outside the ordinary course and call the shareholders at once to decide on continuity or dissolution, or answer jointly for the damage caused. The duty also applies to branches of foreign companies.Ley 2069 de 2020 (entrepreneurship law), Art. 4 and parágrafos 1 and 2, 2020-12-31 official text · verified 2026-10-27

3. The shareholders can avoid dissolution by adopting the changes that remove the cause, provided the minutes are registered in the commercial registry within 18 months of the cause occurring. For an SAS the cure period is six months from the date the meeting recognizes the cause. If the liquidator cannot be appointed under the bylaws or the law, any member may ask the Superintendencia de Sociedades to appoint one, and it does so immediately even if the bylaws contain an arbitration clause.Ley 1429 de 2010; Ley 1258 de 2008, Ley 1429 art. 24; Ley 1258 art. 34 and 35, 2010-12-29 official text · verified 2026-10-27

4. Once dissolved the company must be liquidated immediately: it cannot start new operations, keeps legal capacity only for acts needed to liquidate, and must add "en liquidación" to its name. Any act outside that purpose makes the liquidator, and a statutory auditor who did not object, liable without limit and jointly to the company, the members and third parties. Until a liquidator is appointed and registered, the registered legal representatives act as liquidators. In an SAS the legal representative or whoever the meeting appoints acts as liquidator, following the limitada procedure.Código de Comercio; Ley 1258 de 2008, Código de Comercio art. 222, 227 and 228; Ley 1258 art. 36, 2008-12-05 official text · verified 2026-10-27

5. The liquidator must publish a notice to creditors in a newspaper circulating at the company's domicile and post it at its offices, then collect receivables (including unpaid subscribed capital), sell assets and pay debts in the legal order of priority. Nothing may be distributed to members until all external liabilities are paid, except the part of assets that exceeds twice the inventoried liabilities still unpaid.
Example: Inventory shows assets of COP 900,000,000 and unpaid liabilities of COP 300,000,000: the liquidator may distribute up to COP 300,000,000 to members early (900 less twice 300). / Assets US$284,996, unpaid liabilities US$94,999, early distribution up to US$94,999.Código de Comercio (Decreto 410 de 1971), Art. 232, 238, 241 and 242, 1971-03-27 official text · verified 2026-10-27

6. If, once the inventory is prepared, the company has no external liabilities, the liquidator calls the shareholders immediately to approve the inventory and the final liquidation account in the same meeting. If debts to third parties later appear, the members answer jointly to those creditors for five years from registration of the minutes with the inventory and final account.Ley 1429 de 2010, Art. 25, 2010-12-29 official text · verified 2026-10-27

7. When the liquidation is finished the liquidator calls the meeting to approve the liquidator's accounts and the distribution minutes (members' names, value of each interest and what each receives); a simple majority of those attending decides, whatever their stake, and if nobody attends two properly called meetings the accounts are deemed approved. Liquidation documents need no notarial protocolization, the company need not renew its commercial registration while in liquidation, and a company in private liquidation may take part in a merger or spin off.Código de Comercio; Ley 1429 de 2010, Código de Comercio art. 247 and 248; Ley 1429 art. 31, 2010-12-29 official text · verified 2026-10-27

8. Unclaimed creditor payments can be deposited with the courts in the creditor's name. Members who do not collect their share are summoned by three notices; ten days after the last one their assets go to the local beneficence board, and they can claim them only within the following year. Assets found after the liquidation ends are adjudicated additionally by the same liquidator (or one appointed by the Superintendencia de Sociedades after five years), first to unpaid creditors and then to the last members.Código de Comercio; Ley 1429 de 2010, Código de Comercio art. 249; Ley 1429 art. 26 and 27, 2010-12-29 official text · verified 2026-10-27

9. Before distributing the remainder, the company may be reactivated at any time after liquidation starts if external liabilities do not exceed 70 percent of assets. The decision takes the majority required for transformation, needs extraordinary financial statements no older than 30 days, is registered and notified to creditors within 15 days, and creditors can oppose it within 30 days before the Superintendencia de Sociedades.Ley 1429 de 2010, Art. 29, 2010-12-29 official text · verified 2026-10-27

10. Supersociedades must approve the inventory, under Código de Comercio art. 233 to 237, only for joint stock companies and branches under its vigilance or control whose assets do not cover external liabilities or that carry pension liabilities when they dissolve; otherwise the inventory is not filed with it.Decreto 1074 de 2015 (compiling Decreto 2300 de 2008); Ley 1116 de 2006, Decreto 1074 art. 2.2.2.1.3.1; Ley 1116 art. 124, 2006-12-27 official text · verified 2026-10-27

Route	When it applies	Who approves	Main risk	Source
Ordinary private liquidation	Company has external liabilities	Shareholders approve liquidator's accounts and distribution minutes	Liquidator and auditor liable for acts outside liquidation	Código de Comercio art. 222 to 249
Fast track without liabilities	Inventory shows no external liabilities	Shareholders approve inventory and final account together	Members jointly liable for 5 years for omitted debts	Ley 1429 art. 25
Liquidation with Supersociedades inventory approval	Supervised joint stock company or branch with assets below liabilities or pension liabilities	Superintendencia de Sociedades approves inventory	Objections by creditors and members	Decreto 1074 art. 2.2.2.1.3.1
Judicial liquidation	Insolvency or Ley 1116 immediate causes	Insolvency judge	Loss of control to a court appointed liquidator	Ley 1116 art. 47 to 59

Voluntary liquidation routes for a solvent company

Worked example

Three registrations (dissolution minutes, liquidator appointment, final account) at 6 UVB each cost COP 217,980 (US$69) in 2026, before newspaper notices and professional fees.
A dormant SAS with COP 50,000,000 in cash and no debts: the single shareholder dissolves it, the legal representative acts as liquidator, the inventory shows no external liabilities, and the shareholder approves the inventory and final account together; the shareholder then answers for any omitted debt for five years.

Step by step

Confirm the dissolution cause and whether it can be cured; if not, hold the shareholders' meeting declaring dissolution and appointing the liquidator.
Register the minutes and the liquidator at the chamber of commerce; from then on use "en liquidación" after the name.
Within 10 days of the dissolution cause, notify DIAN's collection office (see liquidation-tax-year-and-returns).
Publish the notice to creditors and prepare the inventory with all assets and liabilities, including contingent and litigated ones, signed by a public accountant where the liquidator is not one.
If there are no external liabilities, call the meeting at once to approve inventory and final account (fast track).
Otherwise collect, sell, pay employees, taxes and creditors in legal priority, deposit unclaimed payments with the courts.
Approve the liquidator's accounts and the distribution minutes, register them, deliver each member's share and file the final returns.
Cancel the RUT and the foreign investment registration at Banco de la República.

Common traps

Registering a cure more than 18 months after the cause (six months in most SAS cases) is too late; the company stays dissolved.
Managers who keep trading after a going concern failure is evident answer jointly for the damage; the obligation also binds branch managers.
Any new business after dissolution makes the liquidator personally and jointly liable without limit.
Paying shareholders before every external creditor is paid is barred, beyond the twice liabilities cushion.
The fast track looks cheap but leaves members jointly liable for five years for any debt not in the inventory.
Supersociedades inventory approval is required in specific cases (supervised companies with a deficit or pension liabilities); check status before choosing the private route.

Sources

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