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Selling the shares of a Colombian company as a foreign seller: transfer formalities, the 15 percent rate, minimum price rules, the one month DIAN return and the Banco de la República update

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

A foreign shareholder selling unlisted Colombian shares or quotas pays 15 percent on the gain if they held them two years or more, or ordinary income tax (35 percent for companies) if less. The price must be commercial value; for unlisted shares the law presumes it is at least book value per share plus 30 percent unless the seller proves otherwise. The seller must file and pay a special DIAN return within one month of each sale even when there is no tax, and the change of investor is then recorded at Banco de la República as a substitution (buyer abroad) or a cancellation (buyer in Colombia).

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

Capital gains (occasional gains) rate, companies and non residents	15 %ET art. 313 and 316, as of 2026-10-27 · in force
Holding period for occasional gain treatment	2 yearsET art. 300, as of 2026-10-27 · in force
Rate on gains for companies holding under two years (general corporate rate)	35 %ET art. 240, as of 2026-10-27 · in force
Presumed minimum price of unlisted shares over intrinsic value	30 %ET art. 90, 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
Change of ownership return deadline after the sale	1 monthsDecreto 1625 art. 1.6.1.13.2.19, as of 2026-10-27 · in force
Maximum SAS share transfer prohibition (renewable unanimously)	10 yearsLey 1258 de 2008 art. 13, as of 2026-10-27 · in force
Limitada partners' period to accept offered quotas	15 daysCódigo de Comercio art. 363, as of 2026-10-27 · in force

The rule

1. Shares of an SA or SAS are transferred by agreement of the parties, but the transfer binds the company and third parties only once recorded in the share register on the seller's written order, which may be an endorsement of the certificate. If the bylaws give a right of first refusal, they must set its terms; failing agreement on price, experts or the superintendent fix it. SAS bylaws may prohibit transfers for up to ten years (renewable only unanimously) or require prior approval by the shareholders' meeting.Código de Comercio (Decreto 410 de 1971); Ley 1258 de 2008, Código de Comercio art. 406 and 407; Ley 1258 art. 13 and 14, 2008-12-05 official text · verified 2026-10-27

2. In a limitada, quota transfers are a bylaw reform made by public deed signed by the legal representative, seller and buyer, effective toward the company and third parties only from registration in the commercial registry; unless the bylaws say otherwise, the quotas must first be offered to the other partners, who have 15 days to accept pro rata.
Cost to do it: Registration of the act at the chamber of commerce: 6 UVB, COP 72,660 (US$23) in 2026, plus notary costs of the deed.Código de Comercio, Art. 362, 363 and 366, 1971-03-27 official text · verified 2026-10-27

3. Gains on assets held as fixed assets for two years or more are occasional gains, equal to price less tax cost, taxed at 15 percent for companies and non resident individuals; shorter holdings produce ordinary income (35 percent general corporate rate).
Example: Shares held three years, price COP 1,500,000,000, tax cost COP 600,000,000: gain COP 900,000,000, tax at 15 percent COP 135,000,000. / Price US$474,993, gain US$284,996, tax US$42,749.Estatuto Tributario (art. 313 and 316 as modified by Ley 2277 de 2022 art. 32 and 34; art. 240 by art. 10), Art. 300, 313, 316 and 240, 2022-12-13 official text · verified 2026-10-27

4. The sale price is the commercial value. For shares or quotas of Colombian companies not listed on the Colombian stock exchange or a recognized foreign one, the price is presumed, unless proven otherwise, not to be lower than intrinsic value plus 30 percent, and DIAN may use accepted valuation methods such as discounted cash flow or EBITDA multiples. A price agreed by the parties differs notoriously from market value when it departs by more than 15 percent.
Example: Company equity COP 1,000,000,000 for 100 percent of the shares: presumed minimum price COP 1,300,000,000 unless a valuation supports less. / Equity US$316,662, presumed floor US$411,661.Estatuto Tributario (as modified by Ley 2010 de 2019 art. 61), Art. 90, 2019-12-27 official text · verified 2026-10-27

5. The foreign holder who sells must file the "Declaración de renta por cambio de titularidad de la inversión extranjera y enajenaciones indirectas", with the tax due, within the month after the sale, directly or through an attorney, agent or representative in Colombia registered in the RUT with an electronic signature. It is required for every transaction even if no tax results. For tax purposes, change of holder covers every transfer of shares, quotas or other assets of the foreign investment, including transfers to Colombians, and the investor must show Banco de la República that the tax was declared and paid.Estatuto Tributario art. 326 (parágrafo added by Ley 788 de 2002 art. 90); Decreto 1625 de 2016 (art. 1.6.1.13.2.19 modified by Decreto 2487 de 2022), ET art. 326; Decreto 1625 art. 1.6.1.13.2.19 and art. 1.6.1.13.1.1, 2022-12-16 official text · verified 2026-10-27

6. A sale to another non resident is a substitution of the foreign direct investment, which may partially or totally cancel the original registration and create a new one; a sale to a resident ends the non resident's holding and is a cancellation. Both are transmitted at any time through the Sistema de Información Cambiaria without supporting documents, and must take into account Decreto 1625 art. 1.6.1.13.1.1. The investor may remit the sale proceeds abroad in freely convertible currency.Circular DCIP-83 of Banco de la República; Decreto 1068 de 2015, DCIP-83 num. 7.2.1.4 lit. a and b; Decreto 1068 art. 2.17.2.2.3.1 lit. d, 2026-08-25 official text · verified 2026-10-27 · changed: DCIP-83 num. 7.2.1.4 lit. a and b rewritten on 25 August 2026.

7. Companies in the same activity or value chain that exceed the income or asset thresholds set by the Superintendencia de Industria y Comercio must inform it before merging, acquiring control or integrating; if they have under 20 percent of the relevant market a notification suffices.Ley 1340 de 2009 (amending Ley 155 de 1959 art. 4), Art. 9, 2009-07-24 official text · verified 2026-10-27

Worked example

A US parent sells 100 percent of a Colombian SAS held three years to a Spanish buyer for COP 1,500,000,000 (US$474,993); tax cost COP 600,000,000; equity COP 1,000,000,000 so the price clears the 30 percent floor. Tax COP 135,000,000 (US$42,749) declared and paid within one month; the investment registration is then substituted in the buyer's name.
Colombia has no comprehensive income tax treaty with Argentina (only a 1971 shipping and aviation agreement), so an Argentine seller pays the domestic rates above; for Argentina's side see The Argentine Thread.

Step by step

Check transfer restrictions: SAS lock ups and approval clauses, SA first refusal, limitada preemption and deed.
Support the price with a valuation if it is below intrinsic value plus 30 percent.
Confirm the seller's holding period and tax cost; check whether a treaty applies to the actual seller.
Sign the transfer, record it in the share register (or register the deed for quotas).
File and pay the change of ownership return within one month, via an attorney or agent registered in the RUT.
Transmit the substitution or cancellation in the Sistema de Información Cambiaria and remit the proceeds through an FX intermediary.
If the deal is a merger control case, notify or seek clearance from the Superintendencia de Industria y Comercio before closing.

Common traps

Selling at book value: unlisted shares are presumed to be worth at least intrinsic value plus 30 percent, so DIAN can tax the difference unless a valuation rebuts it.
Missing the one month return blocks the change of investor at Banco de la República and triggers late filing penalties.
A limitada quota transfer without public deed is ineffective.
Shares held just under two years are taxed at 35 percent, not 15 percent.
Bylaw lock ups in an SAS can bar the sale altogether for up to ten years.

Sources

← Returning capital from Colombia: liquidation payouts, capital reductions with reimbursement, how each slice is taxed and the Banco de la República cancellationSelling listed Colombian shares as a foreign investor: the 3 percent exemption, the portfolio investor withholding regime and when a return is needed →