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Exiting Colombia: selling the company, liquidating it and taking capital and profits out

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

A foreign owner can leave Colombia by selling the shares, by winding the company down, or by taking profits and capital out while keeping it, and once the investment is registered with Banco de la República the law gives the right to remit sale proceeds, liquidation proceeds and capital reductions abroad in freely convertible currency. A non resident who sells shares held two years or more pays 15 percent capital gains tax (35 percent if held less), must file a special DIAN return within one month of the sale even if no tax is due, and offshore sales of holding companies are taxed as if the Colombian shares were sold directly unless Colombian assets are under 20 percent of the group. On a wind down the company notifies DIAN within 10 days of dissolving, pays every external creditor before shareholders receive anything, distributes retained profits as dividends taxed at 20 percent or more, taxes any surplus over contributed capital as a capital gain, and then cancels the foreign investment registration online.

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 certified by the Superintendencia Financiera and published on datos.gov.co. Conversions are for orientation only.

Key facts

Right to remit sale, liquidation and capital reduction proceeds	Yes, in freely convertible currency, once the investment is registered textDecreto 1068 de 2015 art. 2.17.2.2.3.1 lit. d, as of 2026-10-26 · in force
Right to remit net profits	Yes, based on year end balance sheets textDecreto 1068 de 2015 art. 2.17.2.2.3.1 lit. c, as of 2026-10-26 · in force
Deadline to cancel the foreign investment registration	Any time, online, no supporting documents textDCIP-83 num. 7.2.1.4 lit. b (25 Aug 2026), as of 2026-10-26 · in force
Capital gains (ganancia ocasional) rate, companies and non residents	15 %ET art. 313 and 316 (Ley 2277 de 2022), as of 2026-10-26 · in force
Minimum holding for capital gains treatment	2 yearsET art. 300, as of 2026-10-26 · in force
Tax on gains on shares held under two years (company seller)	35 %ET art. 300 and 240, as of 2026-10-26 · in force
Deadline for the non resident seller's change of ownership return	1 monthsDecreto 1625 de 2016 art. 1.6.1.13.2.19, as of 2026-10-26 · in force
Listed share sales exempt up to this share of outstanding shares per year	3 %ET art. 36-1, as of 2026-10-26 · in force
Indirect transfer rule does not apply below this Colombian share of book and commercial value	20 %ET art. 90-3 par. 2, as of 2026-10-26 · in force
Return deadline for a non resident indirect seller	1 monthsET art. 90-3 par. 5, as of 2026-10-26 · in force
Dividend withholding, foreign companies and non residents	20 %ET art. 245, as of 2026-10-26 · in force
Notice to DIAN after a dissolution cause	10 daysET art. 847, as of 2026-10-26 · in force
Period to cure a dissolution cause (general rule)	18 monthsLey 1429 de 2010 art. 24, as of 2026-10-26 · in force
Period to cure a dissolution cause, SAS	6 monthsLey 1258 de 2008 art. 35, as of 2026-10-26 · in force
Early distribution allowed only of assets above this multiple of unpaid liabilities	2 times liabilitiesCódigo de Comercio art. 241, as of 2026-10-26 · in force
Shareholder liability after fast track liquidation without liabilities	5 yearsLey 1429 de 2010 art. 25, as of 2026-10-26 · in force
Chamber of commerce fee to register an act or document	6 UVBDecreto 1074 de 2015 art. 2.2.2.46.1.4 (Decreto 45 de 2024), as of 2026-10-26 · in force
Creditor share needed for a joint immediate judicial liquidation request	50 % of external liabilitiesLey 1116 de 2006 art. 49 num. 5, as of 2026-10-26 · in force
TRM used for USD conversions	3158.43 COP per USDTRM certified by the Superintendencia Financiera, as of 2026-10-24 · in force

The rule

1. Once foreign capital has been invested and its registration declaration filed with Banco de la República, the investor holds exchange rights to: reinvest profits or keep undistributed profits in surplus with the right to remit them; capitalize amounts with the right to remit; remit abroad in freely convertible currency the verified net profits shown in the year end balance sheets; and remit abroad in freely convertible currency the sums received from selling the investment in Colombia, from liquidating the company or portfolio, or from reducing its capital. The conditions for reimbursing the investment and remitting profits in force on the registration date cannot be changed to the investor's detriment, except temporarily when international reserves fall below three months of imports. An investment made in breach of the regime has no exchange rights or guarantees.
Cost to do it: No fee to exercise the right; remittances go through an FX market intermediary (bank), whose spread and wire charges are commercial and not set by law.Decreto 1068 de 2015, Title 2 of Part 17 of Book 2, as replaced by Decreto 119 de 2017 (international investment regime), Art. 2.17.2.2.3.1 (lit. a to d), art. 2.17.2.2.3.2 and art. 2.17.2.2.4.2 (final paragraph), 2017-01-26 official text · verified 2026-10-26

2. When a non resident stops holding a registered direct investment (sale, liquidation, total or partial decrease), the cancellation is registered at any time by the investor, its attorney or legal representative, or the legal representative of the Colombian company, by transmitting the Declaración de Cancelación de Inversiones Internacionales through Banco de la República's Sistema de Información Cambiaria, without supporting documents. Cancellations caused by mergers or spin offs use the cause "Reorganización empresarial". A decrease of the supplementary investment in the assigned capital (ISCA) of a branch is not cancelled. The circular points to Decreto 1625 de 2016 art. 1.6.1.13.1.1, under which the investor must also evidence the filing and payment of the tax on the change of ownership.
Cost to do it: No Banco de la República fee for the online cancellation declaration.Circular Reglamentaria Externa DCIP-83 of Banco de la República, Chapter 7 (compiled text), Num. 7.2.1.4, literal b) Cancelación; num. 7.1 (cancellation declaration), 2026-08-25 official text · verified 2026-10-26 · changed: Literal b) on cancellation of foreign direct investment was rewritten by numeral 3 of the DCIP-83 amendment of 25 August 2026; the current text allows filing at any time, online and without supporting documents.

3. Gains on selling assets, including shares, held as fixed assets for two years or more are occasional gains (ganancia ocasional), measured as sale price less tax cost; if held less than two years the gain is ordinary taxable income. The occasional gains rate is a flat 15 percent for national and foreign companies and for non resident individuals. The sale price must be the commercial value. Gains on Colombian listed shares are not taxed when one beneficial owner sells no more than 3 percent of the outstanding shares in a tax year.
Example: A foreign parent sells all shares of a Colombian SAS held for five years for COP 2,000,000,000 with a tax cost of COP 800,000,000. Occasional gain COP 1,200,000,000; tax at 15 percent COP 180,000,000. Had the shares been held less than two years, the gain would be ordinary income taxed at the 35 percent corporate rate, COP 420,000,000. / Price US$633,226, gain US$379,936, tax US$56,990 at 15 percent, or US$132,977 at 35 percent if held under two years.Estatuto Tributario (Decreto 624 de 1989), as amended by Ley 2277 de 2022 art. 16, 32 and 34 and Ley 2010 de 2019 art. 61, Art. 300, art. 313, art. 316, art. 90 and art. 36-1, 2022-12-13 official text · verified 2026-10-26 · changed: Ley 2277 de 2022 (13 December 2022) set the occasional gains rate for companies and non residents at 15 percent from tax year 2023 (art. 32 and 34 of that law).

4. The foreign holder of the investment who sells it must file, within the month following the transaction, the "Declaración de renta por cambio de titularidad de la inversión extranjera y enajenaciones indirectas" with the tax due, on the DIAN form, directly or through an attorney, agent or representative in Colombia, who must be registered in the RUT. The return is mandatory for every transaction even if no tax results. Without proof of the filing and payment, the change of owner of the foreign investment cannot be registered. Transfers of securities registered in the RNVE classed as portfolio investment do not need this return, save for the 3 percent listed share rule.
Cost to do it: The tax itself (see the capital gains rule); a local attorney or agent with RUT registration and electronic signature to file, at professional rates.Estatuto Tributario art. 326 (parágrafo added by Ley 788 de 2002 art. 90); Decreto 1625 de 2016 art. 1.6.1.13.2.19 as modified by Decreto 2487 de 2022 art. 1 and Decreto 219 de 2023 art. 5; Decreto 1625 de 2016 art. 1.6.1.13.1.1, ET art. 326 and parágrafo; Decreto 1625 art. 1.6.1.13.2.19 and art. 1.6.1.13.1.1, 2022-12-16 official text · verified 2026-10-26

5. An indirect sale of Colombian shares or assets, made by selling shares or rights in a foreign entity, is taxed in Colombia as if the underlying Colombian asset had been sold directly, using the holder's tax cost and holding period and the commercial value. Where the first point of contact in Colombia is a Colombian company, the underlying asset is its shares. A Colombian resident buyer that is a withholding agent must withhold on the share of the price attributable to the Colombian asset. The rule does not apply to shares listed on a recognized exchange with an active secondary market and no beneficial owner above 20 percent, or when Colombian assets are under 20 percent of both the book value and the commercial value of all assets of the foreign entity sold. The seller must file the Colombian return within the month after the sale (unless it is a Colombian tax resident); if it does not pay, the Colombian subsidiary is jointly liable for tax, interest and penalties, and the buyer is too when it knows the deal is tax abuse.Estatuto Tributario art. 90-3, as amended by Ley 2010 de 2019 art. 62, Art. 90-3, paragraphs 1 to 4 and parágrafos 1 to 5, 2019-12-27 official text · verified 2026-10-26

6. Dividends paid to foreign companies and non resident individuals bear 20 percent income tax, withheld at source on the gross payment. If the dividend comes from profits that would have been taxed in a Colombian company's hands under ET art. 48 and 49 (profits not taxed at company level), the 35 percent general rate applies first and the 20 percent then applies to the amount left. Profits distributed on a liquidation that are distributable as dividends are an extraordinary dividend, and a reduction of capital or share premium is not a dividend.
Example: COP 100,000,000 of dividends out of profits already taxed in Colombia: withholding COP 20,000,000, net COP 80,000,000. Out of untaxed profits: COP 35,000,000 at 35 percent, then 20 percent on the remaining COP 65,000,000 (COP 13,000,000), total COP 48,000,000 and net COP 52,000,000. A tax treaty may lower the rate; check the treaty text. / US$31,661 dividend: US$6,332 withheld and US$25,329 net if profits were taxed; US$15,197 total tax and US$16,464 net if not.Estatuto Tributario art. 245 (as amended by Ley 2010 de 2019 art. 51 and Ley 2277 de 2022 art. 4), art. 30 (as amended by Ley 1819 de 2016 art. 30) and art. 301, Art. 245 inciso 1 and parágrafos 1 and 2; art. 30 num. 1; art. 301 third paragraph, 2022-12-13 official text · verified 2026-10-26

7. Amounts received on liquidating a company in excess of the capital contributed or invested are occasional gains (15 percent) when they do not correspond to profits or reserves distributable as dividends and the company has existed two years or more on the liquidation date; for companies under two years old they are ordinary income. Retained profits paid out on liquidation are an extraordinary dividend. The tax year of a company in liquidation ends on the approval of the liquidation acta if it is supervised by the State, or otherwise on the last closing entry of its accounts.
Example: A company existing for eight years is liquidated with net assets after creditors of COP 1,000,000,000: contributed capital COP 500,000,000, taxed retained profits COP 300,000,000 and COP 200,000,000 of other surplus. Capital returns tax free; COP 300,000,000 is a dividend with COP 60,000,000 withheld at 20 percent; COP 200,000,000 is an occasional gain with COP 30,000,000 tax at 15 percent. Net to the foreign shareholder COP 910,000,000. / US$316,613 distributed, US$18,997 dividend tax, US$9,498 capital gains tax, about US$288,118 net.Estatuto Tributario, Art. 301, art. 313 and art. 595 lit. b and c, 1989-03-30 official text · verified 2026-10-26

8. A commercial company dissolves on, among other causes, expiry of its term, impossibility of carrying on its business, a decision of the shareholders, an order of a competent authority, or other legal causes. Since 2020 a company also dissolves if it fails the going concern hypothesis at year end; managers who can reasonably verify this must stop new non ordinary operations and immediately call the shareholders, or answer jointly for damages, and this also applies to branches of foreign companies. The former dissolution cause for losses below 50 percent of capital was repealed, including for SAS. When the shareholders must declare dissolution, they register the minutes in the Registro Mercantil, and they may avoid dissolution by curing the cause if the minutes are registered within 18 months of the cause. For an SAS the dissolution cause may be cured within six months of the date the shareholders' meeting recognizes it, and an SAS dissolved by decision of its shareholders or sole shareholder dissolves on registration of the private document.
Cost to do it: Registering the dissolution minutes in the Registro Mercantil costs 6 UVB per act or document (Decreto 1074 de 2015 art. 2.2.2.46.1.4 as amended by Decreto 45 de 2024), about COP 72,660 at the 2026 UVB of COP 12,110 (Res. MinHacienda 3488 de 2025).Código de Comercio (Decreto 410 de 1971) art. 218; Ley 1429 de 2010 art. 24; Ley 2069 de 2020 art. 4; Ley 1258 de 2008 art. 34 and art. 35, Código de Comercio art. 218; Ley 1429 art. 24; Ley 2069 art. 4 and parágrafos 1 and 2; Ley 1258 art. 34 and 35, 2020-12-31 official text · verified 2026-10-26 · changed: Ley 2069 de 2020 (31 December 2020) art. 4 replaced the dissolution cause for losses with failure of the going concern hypothesis and repealed Ley 1258 art. 34 num. 7 and the loss causes in the Código de Comercio.

9. Once dissolved, the company must be liquidated immediately: it may not start new operations, keeps legal capacity only for acts needed for the liquidation, and must add "en liquidación" to its name; a liquidator or statutory auditor who allows unrelated acts answers without limit and jointly. Until a liquidator is appointed and registered, the registered legal representatives act as liquidators; in an SAS the legal representative or the person the shareholders appoint is the liquidator, following the procedure for limitadas. Liquidators publish a notice to creditors in a newspaper of the domicile. No amount may be distributed to shareholders until all external liabilities are paid, except the part of the assets exceeding twice the unpaid inventoried liabilities; debts are paid in the legal order of priority. The distribution is recorded in minutes approved with the liquidator's accounts by a majority of the shareholders present. If the inventory shows no external liabilities, the liquidator may submit the inventory and final account together to the shareholders, who stay jointly liable for five years from registration of that minute for any undisclosed debt. Private liquidation documents need not be notarized, and companies in liquidation need not renew their commercial registration.
Cost to do it: 6 UVB (about COP 72,660, US$23) for each act registered, such as the liquidator's appointment and the minute approving the final account; plus the newspaper notice, accountant and liquidator fees at market rates.Código de Comercio (Decreto 410 de 1971); Ley 1258 de 2008; Ley 1429 de 2010, Código de Comercio art. 222, 227, 228, 232, 241, 242, 247 and 248; Ley 1258 art. 36; Ley 1429 art. 25 and 31, 2010-12-29 official text · verified 2026-10-26

10. When a company or civil entity falls into any legal dissolution cause other than insolvency proceedings, its legal representative must notify the DIAN collection office within 10 days of the event, so DIAN can report any overdue tax debts. Liquidators must pay the company's debts respecting the priority of tax claims. Representatives who fail to give notice and liquidators who ignore that priority are jointly liable for the unpaid tax debts DIAN determines.Estatuto Tributario, Art. 847 and parágrafo, 1989-03-30 official text · verified 2026-10-26

11. Shareholders cannot ask for reimbursement of their shares before the company is dissolved and its external liabilities paid. A capital reduction with reimbursement needs Superintendencia de Sociedades authorization, granted when the company has no external liabilities, or after the reduction assets are at least twice external liabilities, or creditors accept in writing; where liabilities are employee benefits, labour authority approval is also needed. Temporarily, companies domiciled in the area of the economic emergency declared after the 10 August 2026 earthquake that prove direct damage may reduce capital with reimbursement without that prior authorization, on a certification by the legal representative of the same tests and financial statements inserted in the deed or document, until 19 August 2027.Código de Comercio (Decreto 410 de 1971); Decreto Legislativo 1418 de 2026 (17 September 2026, Diario Oficial 53.630), Código de Comercio art. 144 and art. 145; Decreto 1418 art. 9, art. 12 and art. 17, 2026-09-17 official text · verified 2026-10-26 · changed: Decreto Legislativo 1418 de 2026, issued under the economic emergency of Decreto 1261 de 2026, suspended the art. 145 prior authorization for qualifying affected companies until 19 August 2027. As an emergency decree it is subject to Constitutional Court review.

12. Judicial liquidation before the insolvency judge (Superintendencia de Sociedades for companies) starts when a reorganization agreement fails or on immediate liquidation causes, including the debtor's own request, abandonment of the business, a joint request by the debtor and creditors holding at least 50 percent of external liabilities, or failure to cure overdue pension, tax withholding, employee deduction or social security obligations within the term the judge sets, at most three months. Starting judicial liquidation is also a dissolution cause for an SAS.Ley 1116 de 2006 (corporate insolvency regime); Ley 1258 de 2008, Ley 1116 art. 47 and art. 49 num. 1, 2, 5 and 7; Ley 1258 art. 34 num. 3, 2006-12-27 official text · verified 2026-10-26

Route	What is taxed	Rate	Filing	Source
Direct share sale, held 2 years or more	Price less tax cost	15 percent occasional gain	Change of ownership return within 1 month	ET art. 300, 313, 316; Decreto 1625 art. 1.6.1.13.2.19
Direct share sale, held under 2 years	Price less tax cost	Ordinary income (35 percent for companies)	Change of ownership return within 1 month	ET art. 300, 240
Offshore holding sale (indirect transfer)	Value attributable to Colombian assets	As if sold directly	Return within 1 month; Colombian subsidiary jointly liable	ET art. 90-3
Dividend out of taxed profits	Gross dividend	20 percent withheld	Withheld by the company	ET art. 245
Dividend out of untaxed profits	Gross dividend	35 percent, then 20 percent on the rest	Withheld by the company	ET art. 245 par. 1
Liquidation: return of contributed capital	Not taxed	None	Final return of the company	ET art. 301
Liquidation: retained profits	Extraordinary dividend	20 percent or more as above	Withheld by the company	ET art. 301, 245
Liquidation: surplus over capital that is not profit (company 2 years or older)	Excess over contributed capital	15 percent occasional gain	Shareholder return	ET art. 301, 313

Tax cost of the main exit routes for a foreign shareholder (general rules before any treaty relief)

Worked example

Share sale: COP 2,000,000,000 price, COP 800,000,000 tax cost, five year holding: COP 180,000,000 tax at 15 percent (US$56,990), filed and paid within one month, then cancellation of the foreign investment registration at Banco de la República.
Liquidation: COP 1,000,000,000 distributed after creditors (capital 500,000,000, taxed profits 300,000,000, other surplus 200,000,000): COP 90,000,000 of tax (US$28,495), net COP 910,000,000 (US$288,118).
Dividend before exit: COP 100,000,000 from taxed profits leaves COP 80,000,000 net (US$25,329) after 20 percent withholding.

Step by step

Choose the route: share sale (fastest, buyer takes the company with its history), dividends and capital reduction (keeps the company), or dissolution and liquidation (clean end, slowest).
Check the foreign investment registration at Banco de la República is complete and current; exchange rights to remit proceeds depend on it.
Share sale: agree the price at commercial value, file the DIAN change of ownership return and pay within one month of the sale (also for offshore sales caught by the 20 percent test), then transmit the cancellation (or substitution) of the investment registration.
Liquidation: shareholders approve dissolution and register the minutes at the chamber of commerce; the legal representative notifies DIAN within 10 days; appoint and register the liquidator; add "en liquidación" to the name; publish the notice to creditors.
Prepare the inventory, collect receivables, sell assets, pay employees, taxes and other creditors in legal priority, keeping reserves for contingent or litigated claims.
If there are no external liabilities, use the fast track: inventory and final account approved together by the shareholders.
Approve the liquidator's accounts and distribution minute, register it, file the company's final income tax return for the short year, withhold tax on the dividend portion, and close the RUT and commercial registration.
Remit the proceeds abroad through an FX intermediary and transmit the Declaración de Cancelación de Inversiones Internacionales in the Sistema de Información Cambiaria.

Common traps

The change of ownership return is due for every sale within one month even when there is no gain; without it the change of owner of the foreign investment cannot be registered.
Selling a foreign holding does not avoid Colombian tax: if Colombian assets are 20 percent or more of book or commercial value, the sale is taxed as a direct sale and the Colombian subsidiary answers for the seller's unpaid tax.
Shares held under two years are taxed as ordinary income, not at the 15 percent capital gains rate; the holding period for indirect sales is the one in the entity holding the Colombian assets.
Dividends from profits not taxed at company level bear 35 percent before the 20 percent withholding, a combined 48 percent; check the ET art. 49 calculation before declaring a dividend.
Missing the 10 day DIAN notice makes the legal representative jointly liable for unpaid taxes; paying shareholders before tax debts makes the liquidator jointly liable.
Under the fast track liquidation without liabilities, shareholders stay jointly liable for five years for any debt that was left off the inventory.
After dissolution, any operation outside the liquidation makes the liquidator, and a statutory auditor who did not object, liable without limit.
Since Ley 2069 de 2020 failing the going concern test at year end is itself a dissolution cause, and managers who do not act at once answer for damages; this applies to branches too.
The capital reduction relief of Decreto 1418 de 2026 applies only to companies in the emergency area that prove direct earthquake damage, lasts until 19 August 2027 and is subject to Constitutional Court review.
A tax treaty can reduce dividend or capital gains tax, but only if the treaty applies to the actual seller; confirm residence and the treaty text before relying on it.

Sources

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