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Taxes when liquidating a Colombian company: the 10 day DIAN notice, the short tax year, the final return, RUT cancellation and solidary liability

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

When a company falls into a dissolution cause its legal representative has 10 days to notify DIAN so it can report overdue tax debts, and the liquidator must pay taxes in their legal priority. The company's tax year ends on the date the liquidation is completed and its last income tax return may be filed from the next day, at the latest by the normal deadline of the following year. The RUT is cancelled only after DIAN verifies every obligation, and shareholders of dissolved companies remain liable for unpaid taxes up to what they received.

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 occurs	10 daysET art. 847, as of 2026-10-27 · in force
Late filing penalty per month or fraction (on tax due)	5 %ET art. 641, as of 2026-10-27 · in force
Cap on late filing penalty (share of tax due)	100 %ET art. 641, as of 2026-10-27 · in force
Minimum tax penalty	10 UVTET art. 639, as of 2026-10-27 · in force
Unidad de Valor Tributario (UVT) 2026	52374 COPDIAN Resolución 238 de 2025, as of 2026-10-27 · in force

The rule

1. When a commercial or civil company falls into any legal dissolution cause other than bankruptcy or insolvency proceedings, its legal representative must notify the DIAN collection office within 10 days of the event, so DIAN can report overdue tax debts. Liquidators must pay the company's debts respecting the priority of tax claims. Representatives who omit the notice and liquidators who ignore tax priority are jointly liable for unpaid taxes DIAN determines.Estatuto Tributario (Decreto 624 de 1989), Art. 847 and parágrafo, 1989-03-30 official text · verified 2026-10-27

2. In a liquidation during the year, the tax year of a legal entity ends on the date the liquidation minutes are approved if it is under state supervision; for entities not under state supervision it ends on the date the liquidation finished according to the last closing entry in the accounts.Estatuto Tributario, Art. 595 lit. b and c, 1989-03-30 official text · verified 2026-10-27

3. Tax returns of legal entities liquidated during the year may be filed from the day after liquidation and at the latest by the deadlines that would have applied to their group of taxpayers for that tax year had they not been liquidated, using the last form in force.Decreto 1625 de 2016, as substituted by Decreto 2229 de 2023 art. 1, Art. 1.6.1.13.2.18, 2023-12-22 official text · verified 2026-10-27

4. A late return carries a penalty of 5 percent of the tax or withholding due per month or fraction of delay, capped at 100 percent, plus late payment interest; where no tax is due the penalty is based on gross income. No penalty may be less than 10 UVT.
Cost to do it: Minimum penalty 10 UVT = COP 523,740 (US$166) in 2026, with the UVT at COP 52,374 (DIAN Resolución 238 de 2025).
Example: Final return with tax due of COP 100,000,000 filed three months late: penalty 15 percent, COP 15,000,000, plus interest. / Tax US$31,666, penalty US$4,750.Estatuto Tributario, Art. 641 and art. 639, 1989-03-30 official text · verified 2026-10-27

5. A company may ask DIAN to cancel its RUT registration on liquidation, merger or spin off, and a foreign investor on substitution or final cancellation of the foreign direct investment; DIAN also cancels a permanent establishment's RUT when activities cease. Cancellation is subject to DIAN verifying compliance with all obligations it administers, and the request must attach the chamber of commerce certificate showing the registration of the liquidation.Decreto 1625 de 2016, as modified by Decreto 678 de 2022 art. 14 and 15, Art. 1.6.1.2.18 (num. 1 lit. a, d and g; parágrafo) and art. 1.6.1.2.19 num. 1, 2022-05-02 official text · verified 2026-10-27

6. Members of dissolved companies answer with the taxpayer for its taxes up to the value they received in the liquidation. Partners of companies are also jointly liable for the entity's taxes, interest and adjustments pro rata to their contributions and holding time, but this second rule does not apply to shareholders of sociedades anónimas and companies treated like them.Estatuto Tributario (art. 794 inciso 1 and 2 as modified by Ley 863 de 2003 art. 30), Art. 793 lit. b and art. 794, 1989-03-30 official text · verified 2026-10-27

Worked example

Company in Bogotá dissolved on 30 April 2026: notice to DIAN by 10 May 2026; liquidation completed 30 September 2026; final income tax return for 1 January to 30 September 2026 may be filed from 1 October 2026 and no later than the company's 2026 deadline in 2027; RUT cancellation requested with the chamber certificate after all returns and payments are in.
Missing the DIAN notice makes the legal representative jointly liable for the unpaid taxes; a late final return with COP 100,000,000 of tax filed three months late costs COP 15,000,000 (US$4,750) in penalties.

Step by step

Diary the 10 day DIAN notice from the date the dissolution cause occurs (or the date the minutes declare it).
Obtain DIAN's statement of overdue debts and reserve funds for taxes in their legal priority.
Keep filing VAT, withholding and other periodic returns while operations wind down.
Close the accounts and file the fraction of year income tax return after the final closing entry.
File withholding on any liquidation dividend paid to foreign shareholders.
Request RUT cancellation with the chamber of commerce certificate of registration of the liquidation.

Common traps

The 10 day notice runs from the dissolution cause, not from the end of the liquidation; it is frequently missed.
Paying shareholders while tax debts are unpaid makes the liquidator jointly liable and shareholders liable up to what they received.
DIAN will not cancel the RUT while any return, payment or other obligation is outstanding; a forgotten withholding return keeps the company alive in DIAN's systems.
Limitada partners (not SA or SAS shareholders) are jointly liable pro rata for the company's taxes under ET art. 794.

Sources

← Dissolution and voluntary liquidation of a Colombian company: causes, the 18 month cure window, the liquidator, paying creditors and the final accountReturning capital from Colombia: liquidation payouts, capital reductions with reimbursement, how each slice is taxed and the Banco de la República cancellation →