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Capital markets, banking and credit in Colombia: securities registration and public offers, takeover bids, foreign financial firms, bank solvency, the usury cap, crowdfunding and the taxes on finance

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

The Superintendencia Financiera de Colombia (SFC) supervises banks, insurers and the securities market; any issuer that offers securities to the public (to unspecified persons or to 100 or more specified persons) or lists them must first register with the issue in the Registro Nacional de Valores y Emisores (RNVE), and only entities set up in Colombia may run securities market businesses, while foreign banks and brokers may only market to Colombian residents through a representative office or, for securities firms, a correspondent contract. Anyone who wants to reach 25 percent or more of the voting capital of a listed company must do so through a tender offer (OPA), under rules rewritten by Decreto 451 de 2026. Credit is shaped by a legal interest ceiling of 1.5 times the SFC certified current rate (28.59 percent a year for ordinary and consumer credit in October 2026), backed by criminal penalties, and by the 4 per 1,000 tax on financial movements (GMF), 15 percent withholding on interest on foreign loans of one year or more, and tax free gains on listed shares below 3 percent of a company per year.

USD figures use the TRM of COP 3,158.43 per US dollar, valid 24 to 26 October 2026, certified by the Superintendencia Financiera and published on the national open data portal (datos.gov.co). Amounts in UVT use the 2026 UVT of COP 52,374 (DIAN Resolución 000238 de 2025). Conversions are for orientation only.

Key facts

Integrated financial and securities supervisor	Superintendencia Financiera de Colombia (SFC) textLey 964 de 2005 art. 3; Decreto 2555 de 2010, as of 2026-10-26 · in force
Offer is public if addressed to unspecified persons or to this many specified persons	100 personsDecreto 2555 de 2010 art. 6.1.1.1.1, as of 2026-10-26 · in force
Mandatory tender offer (OPA) threshold for listed companies	25 % of voting capitalDecreto 2555 de 2010 art. 6.15.2.2.1 (Decreto 451 de 2026), as of 2026-10-26 · in force
Increase above which a holder of 25% or more must launch an OPA	5 % of voting capitalDecreto 2555 de 2010 art. 6.15.2.2.1 (Decreto 451 de 2026), as of 2026-10-26 · in force
Minimum total solvency ratio, credit institutions	9 %Decreto 2555 de 2010 art. 2.1.1.1.2, as of 2026-10-26 · in force
Minimum basic solvency ratio (CET1), credit institutions	4.5 %Decreto 2555 de 2010 art. 2.1.1.1.3, as of 2026-10-26 · in force
Minimum leverage ratio, credit institutions	3 %Decreto 2555 de 2010 art. 2.1.1.1.3, as of 2026-10-26 · in force
Usury ceiling rule	1.5 times the SFC certified current banking rate textCódigo Penal art. 305; Código de Comercio art. 884, as of 2026-10-26 · in force
Certified current banking rate, ordinary and consumer credit, 1 to 31 October 2026	19.06 % effective annualSFC Resolución 1472 de 2026, as of 2026-10-01 · in force
Usury ceiling, ordinary and consumer credit, 1 to 31 October 2026	28.59 % effective annualSFC Resolución 1472 de 2026, as of 2026-10-01 · in force
Banco de la República policy rate (from 1 October 2026)	12.25 %Board decision of 30 September 2026, as of 2026-10-01 · in force
Tax on financial movements (GMF)	0.4 %Estatuto Tributario art. 872, as of 2026-10-26 · in force
Withholding on interest on foreign loans of one year or more	15 %Estatuto Tributario art. 408, as of 2026-10-26 · in force
Listed share gains not taxed if sales stay under this share of outstanding shares per year	3 %Estatuto Tributario art. 36-1, as of 2026-10-26 · in force
Maximum crowdfunding per recipient	1526155.14 UVTDecreto 2555 de 2010 art. 2.41.3.1.2, as of 2026-10-26 · in force

The rule

1. Securities market activities are: issuing and offering securities; securities intermediation; managing investment funds; depositing and administering securities; running trading or registration systems for securities, futures, options and other derivatives; clearing and settlement; credit rating; self regulation; and supplying market information. Every entity that carries on any of them is subject to state supervision. Only entities incorporated in Colombia may carry on these activities, except issuing and offering securities and supplying information, which do not require a Colombian company; foreign firms may still promote their services through representative offices or correspondent contracts.
Cost to do it: Authorization and supervision fees are set by the SFC and are not quoted here; the practical cost is incorporating and capitalizing a Colombian licensed entity, which a foreign issuer that only issues or offers securities does not need.Ley 964 de 2005 (securities market framework law), Art. 3, including parágrafos 1 and 2, 2005-07-08 official text · verified 2026-10-26

2. An issuer that wants to make a public offering of its securities, or have them traded on a trading system, must register itself and each issue in the Registro Nacional de Valores y Emisores (RNVE). Registration implies no rating or responsibility of the SFC on the issuer, the price, quality or tradability of the security, or the issuer's solvency, and that warning must appear in the information disclosed. Issuers may be companies with shares, limited liability companies, cooperatives, non profit entities, the Nation and public entities, foreign governments and public entities, multilateral lenders, foreign entities, branches of foreign companies, trust estates and investment funds, and Ley 546 de 1999 universalities.
Example: A Colombian SAS placing COP 200,000 million of bonds with pension funds and retail investors registers itself and the issue in the RNVE before the offer. / The same issue is about US$63.3 million at the TRM of COP 3,158.43.Decreto 2555 de 2010 (single decree of the financial, insurance and securities sector), Art. 5.2.1.1.1 and art. 5.2.1.1.2, 2010-07-15 official text · verified 2026-10-26

3. A public offering of securities is one addressed to unspecified persons or to 100 or more specified persons to subscribe, sell or acquire documents issued in series or en masse that give credit, participation or merchandise rights. Not public: (1) offers of shares or mandatorily convertible bonds to the issuer's own shareholders when there are fewer than 500 of them; (2) shares from a capitalization ordered by the state or capitalizing debts recognized in an insolvency process; and (3) offers by a Colombian company or its group to its employees and board members as part of a written compensation or benefits plan. An offer whose recipients are picked through premarketing among unspecified persons or 100 or more specified persons is public.
Example: A private placement of preferred shares to 40 identified family offices is not a public offering; the same round premarketed to 120 identified investors is. / The size of the round does not matter: a US$500,000 offer to 100 specified persons is public, a US$50 million offer to 99 is not.Decreto 2555 de 2010, as amended by Decreto 767 de 2016 and Decreto 1351 de 2019, Art. 6.1.1.1.1, 2010-07-15 official text · verified 2026-10-26

4. Any person or group forming a single beneficial owner may only become beneficial owner of 25 percent or more of the voting capital of a company whose shares are listed on a stock exchange by acquiring the shares that take it to that level through a mandatory tender offer (oferta pública de adquisición, OPA). A beneficial owner already at 25 percent or more may only increase its stake by more than 5 percent through a mandatory OPA. Each OPA must cover at least 5 percent of voting capital, and after an OPA in which at least one security is awarded the bidder may not launch a new OPA on the same securities for nine months. OPAs are irrevocable, must treat all holders equally, must give clear and complete information and must allow competing bids and improvements. No OPA is needed, among other cases, where 100 percent of voting holders agree in writing, on a privatization, a share buyback, a new issue, a debt capitalization, a gift, inheritance, court award or liquidation award.
Cost to do it: The bidder pays the cost of the offer documents, the two required newspaper notices, the exchange process and the guarantee the decree requires; the SFC authorization fee is not quoted here.
Example: A fund holding 20 percent of a listed company that buys a further 6 percent on the market without an OPA breaches the rule; it must buy the shares that take it past 25 percent through an OPA for at least 5 percent of voting capital. / For a listed company worth US$400 million, the minimum 5 percent OPA covers about US$20 million of shares.Decreto 2555 de 2010, Title 15 of Book 6 of Part 6 as replaced by Decreto 451 de 2026 (Ministerio de Hacienda, 27 April 2026), Art. 6.15.2.1.1, art. 6.15.2.2.1 and art. 6.15.2.2.2, 2026-04-27 official text · verified 2026-10-26 · changed: Decreto 451 de 2026, dated 27 April 2026 and in force from the day after its publication, rewrote the OPA chapter of Decreto 2555 de 2010: it keeps the 25 percent and 5 percent triggers but adds express principles (irrevocability, equal treatment, disclosure, free competition), new rules on competing offers and improvements, and allows pre agreements with selling shareholders if all their terms are disclosed to the SFC and the exchange (new art. 7.5.1.1.7). OPAs already filed or authorized but not completed when it took effect stay under the rules in force when they were filed.

5. If a bidder required to launch an OPA does not do so within the term set, it may not exercise the political or economic rights on the shares whose acquisition triggered the duty, from the end of that term until it actually launches the offer, and those shares do not count for quorum or majorities, without prejudice to SFC sanctions. The first notice of an authorized OPA must be published within five business days after SFC authorization, in a national newspaper, and repeated daily in the exchange's official bulletin; the second notice follows 15 business days after acceptances open.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 6.15.2.9.1 and art. 6.15.2.10.8, 2026-04-27 official text · verified 2026-10-26 · changed: Text set by Decreto 451 de 2026 (27 April 2026); the suspension of voting and economic rights now applies expressly from the end of the term to make the offer until the offer is made.

6. A foreign financial institution that wants to promote or advertise financial services in Colombia or to Colombian residents must open a representative office in Colombia. Foreign securities firms may instead sign a correspondent contract with a Colombian stockbroker (sociedad comisionista de bolsa) or financial corporation; foreign reinsurers register in REACOEX. Institutions that do not comply may not send staff or agents to Colombia, hire people resident in Colombia to promote them, or advertise to residents. No office or contract is needed, among other cases, for multilateral and public export or development lenders, syndicate members that are not the lead or agent bank, lenders to FX market intermediaries, foreign institutions with a licensed Colombian subsidiary, and services a resident requested on its own initiative without any prior promotion.
Example: A New York bank may lend to a Colombian company that approached it, but sending a banker to Bogotá to pitch loans to Colombian companies requires a representative office. / A US$50 million syndicated loan in which the foreign bank is only a participant, not lead arranger or agent, needs no representative office.Decreto 2555 de 2010 (Part 4, compiling Decreto 2558 de 2007), Art. 4.1.1.1.1, art. 4.1.1.1.2 and art. 4.1.1.1.3, 2010-07-15 official text · verified 2026-10-26

7. Credit institutions must keep a total solvency ratio (technical capital divided by assets weighted by credit, market and operational risk) of at least 9 percent, a basic solvency ratio (common equity tier 1 net of deductions) of at least 4.5 percent, an additional basic solvency ratio of at least 6 percent and a leverage ratio of at least 3 percent.
Example: A bank with COP 10 billion of risk weighted assets needs at least COP 900 million of technical capital and COP 450 million of common equity tier 1. / Per US$100 million of risk weighted assets: at least US$9 million of technical capital and US$4.5 million of common equity tier 1.Decreto 2555 de 2010, as amended by Decreto 1477 de 2018 and Decreto 1421 de 2019, Art. 2.1.1.1.2 and art. 2.1.1.1.3, 2010-07-15 official text · verified 2026-10-26

8. In commercial dealings, where interest is owed but no rate was agreed, the rate is the current banking rate (interés bancario corriente); where no default rate was agreed, it is 1.5 times the current banking rate; and a creditor that charges more than these amounts loses all interest. The current banking rate is proven by the certificate of the Superintendencia Financiera. Receiving or charging, directly or indirectly, interest or advantage that exceeds the certified current banking rate by more than half is the crime of usury, punished with 32 to 90 months in prison and a fine of 66.66 to 300 monthly minimum wages, increased by half to three quarters when the advantage triples the current rate.
Cost to do it: The SFC certifies the current rate monthly at no cost to users. For 1 to 31 October 2026 (Resolución 1472 de 2026) it is 19.06 percent effective annual for ordinary and consumer credit, so the usury ceiling is 28.59 percent; for low amount consumer credit the current rate is 44.44 percent and the ceiling 66.66 percent.
Example: A COP 500 million working capital loan agreed at 30 percent effective annual in October 2026 exceeds the 28.59 percent ceiling: the lender risks losing all interest under art. 884 and criminal liability under art. 305. / The same loan is about US$158,000; pricing it at 28 percent effective annual stays under the October 2026 ceiling.Código de Comercio (Decreto 410 de 1971) art. 884 as amended by Ley 510 de 1999 art. 111; Código Penal (Ley 599 de 2000) art. 305, Código de Comercio art. 884; Código Penal art. 305, 1971-03-27 official text · verified 2026-10-26

9. Anyone who carries on, promotes, sponsors, finances or helps to raise money from the public in a massive and habitual way without prior authorization of the competent authority commits a crime punished with 120 to 240 months in prison and a fine of up to 50,000 monthly minimum wages, increased by up to a quarter when mass media are used.
Example: A fintech that takes repayable deposits from hundreds of retail customers through an app, without being a licensed credit institution or an SFC authorized crowdfunding platform, is exposed to this offence. / The offence turns on massive and habitual taking of public money without authorization, not on a minimum amount in pesos or dollars.Código Penal (Ley 599 de 2000) art. 316 as amended by Ley 1357 de 2009 art. 1, Art. 316, 2000-07-24 official text · verified 2026-10-26

10. Crowdfunding through securities may be carried on only by exclusive purpose corporations (sociedades de financiación colaborativa) authorized and supervised by the SFC, and by stock exchanges and authorized trading or registration systems. It may take the form of debt securities, equity securities or, since Decreto 34 de 2025, personal debt securities for individuals. Each recipient may raise at most 1,526,155.14 UVT, or 499,947.37 UVT if all funds come from non qualified investors, and a non qualified investor may not commit more than 20 percent of the greater of its annual income or net worth.
Cost to do it: Caps in 2026 money: 1,526,155.14 UVT is about COP 79,931 million (US$25.3 million) and 499,947.37 UVT about COP 26,184 million (US$8.29 million) at the 2026 UVT of COP 52,374.
Example: A non qualified investor with annual income of COP 120 million and net worth of COP 300 million may invest at most COP 60 million through crowdfunding platforms. / A start up raising only from retail investors is capped at about US$8.29 million per platform round under the 2026 UVT.Decreto 2555 de 2010, Book 41 of Part 2 (added by Decreto 1357 de 2018, amended by Decreto 1235 de 2020 and Decreto 34 de 2025), Art. 2.41.1.1.2, art. 2.41.1.1.3, art. 2.41.3.1.2 and art. 2.41.4.1.4, 2010-07-15 official text · verified 2026-10-26 · changed: Decreto 34 de 2025 added the personal debt modality for individuals (art. 2.41.1.1.2 num. 3) and its own limits (art. 2.41.6.1.1 to 2.41.6.1.4).

11. The tax on financial movements (gravamen a los movimientos financieros, GMF) is charged on transactions that dispose of funds held in current or savings accounts or deposit accounts at Banco de la República, and on bank drafts, at 4 per 1,000. Exemptions include withdrawals of up to 350 UVT a month from one savings account per individual holder, transfers between current accounts of the same single holder at the same bank, and interbank and market clearing operations. 50 percent of GMF effectively paid and certified by the withholding agent is deductible for income tax.
Cost to do it: COP 4 per COP 1,000 moved out of an account, of which half is deductible; the 350 UVT monthly exemption equals COP 18,330,900 in 2026.
Example: Paying a COP 3,158,430,000 supplier invoice from a company current account costs COP 12,633,720 of GMF. / On the equivalent of US$1,000,000 moved out of a Colombian account the GMF is about US$4,000, half of it deductible.Estatuto Tributario, art. 870 to 872 and 879 (added by Ley 633 de 2000; rate by Ley 1819 de 2016 art. 214) and art. 115 (as amended by Ley 2277 de 2022 art. 19), Art. 871, art. 872, art. 879 and art. 115, 2016-12-29 official text · verified 2026-10-26

12. Interest paid to non residents on foreign loans with a term of one year or more, and the interest component of cross border leasing, bears 15 percent withholding; the general rate for interest and other capital income paid abroad is 20 percent; interest on loans of eight years or more financing public private partnership infrastructure under Ley 1508 de 2012 bears 5 percent; payments to non cooperative or low tax jurisdictions bear the general corporate rate. Treaties may reduce these rates (see the tax pages).
Cost to do it: 15 percent of each interest payment on a loan of one year or more, withheld by the Colombian borrower.
Example: A Colombian SAS pays COP 252,674,400 of annual interest on a three year loan from its foreign parent and withholds COP 37,901,160. / US$80,000 of interest on a US$1,000,000 loan at an illustrative 8 percent: US$12,000 withheld, US$68,000 paid out before any treaty relief.Estatuto Tributario art. 408, as amended by Ley 2010 de 2019 art. 98, Art. 408, inc. 1, 3 and 5 and parágrafo, 2019-12-27 official text · verified 2026-10-26

13. Gains on the sale of shares listed on a Colombian stock exchange are neither income nor occasional gain when the shares sold by the same beneficial owner do not exceed 3 percent of the company's outstanding shares in the same taxable year. Gains on derivatives that are securities and whose underlying is exclusively Colombian listed shares, indexes or funds tracking them are also not taxed. For non resident shareholders with investments registered under the FX rules, the theoretical gain computed under art. 49 is taxed at the dividend rate for non residents in force at the time of the transaction.
Example: An investor selling 2 percent of a listed bank's shares in 2026 with a gain of COP 1,000 million owes no income tax on it; selling 4 percent in the same year falls outside the rule. / A gain of about US$316,600 on a sale under 3 percent of outstanding shares is not taxed under art. 36-1.Estatuto Tributario art. 36-1, as amended by Ley 2277 de 2022 art. 16, Art. 36-1, 2022-12-13 official text · verified 2026-10-26 · changed: Ley 2277 de 2022 (13 December 2022) cut the tax free threshold from 10 percent to 3 percent of outstanding shares per beneficial owner per year.

Item	COP	USD	Rule
Annual interest at 8%	252,674,400	80,000	Contract
Withholding on interest, 15%	37,901,160	12,000	ET art. 408
Net interest received by the parent	214,773,240	68,000	ET art. 408
GMF when the borrower spends the loan proceeds from its account	12,633,720	4,000	ET art. 872
Of which deductible for income tax (50%)	6,316,860	2,000	ET art. 115

Cost of a US$1,000,000 (COP 3,158,430,000) three year loan from a foreign parent to a Colombian company, first year, at an illustrative 8 percent interest, before treaty relief (Estatuto Tributario art. 408, 872 and 115). TRM COP 3,158.43.

Credit type	Current banking rate	Usury ceiling
Ordinary and consumer credit	19.06% effective annual	28.59% effective annual
Low amount consumer credit	44.44% effective annual	66.66% effective annual

Interest ceilings certified by the Superintendencia Financiera for 1 to 31 October 2026 (Resolución 1472 de 2026; Código Penal art. 305)

Worked example

A US investor wants to buy 30 percent of a company listed on the Colombian exchange. Because it will cross 25 percent of voting capital, it must buy through an OPA authorized by the SFC (Decreto 2555 de 2010 art. 6.15.2.2.1, as rewritten by Decreto 451 de 2026); it may pre agree terms with the controlling shareholders if every term is disclosed, and others may bid against it.
The same investor finances its Colombian subsidiary with a US$1,000,000 three year intercompany loan at 8 percent: the subsidiary withholds US$12,000 of the US$80,000 annual interest (ET art. 408), pays about US$4,000 of GMF when it spends the proceeds from its account (art. 872), half deductible, and channels the loan through the FX market as described on the FX page.
A Colombian company borrowing in pesos from a local lender in October 2026 cannot agree more than 28.59 percent effective annual including all charges that count as interest (Resolución 1472 de 2026; Código Penal art. 305).

Step by step

1. Decide whether the deal is a public offer: count the recipients, including anyone reached in premarketing; 100 or more specified persons, or any unspecified public, means RNVE registration first (Decreto 2555 de 2010 art. 6.1.1.1.1 and 5.2.1.1.1).
2. If you are a foreign bank, broker or fund manager, decide how you will reach Colombian clients: representative office authorized by the SFC, correspondent contract with a local broker or financial corporation, or reverse solicitation only (art. 4.1.1.1.2 and 4.1.1.1.3).
3. Before buying into a listed company, map your beneficial ownership with affiliates and concert parties against the 25 percent and 5 percent OPA triggers (art. 6.15.2.2.1).
4. Price every peso loan against the SFC certificate for the month the interest accrues and keep the certificate on file; the ceiling changes monthly (Código de Comercio art. 884).
5. For foreign loans, budget the 15 percent interest withholding (or the treaty rate) and the GMF, and file the FX reporting before disbursement (see the FX page).
6. Raising money from the public in any other form requires a licence or an SFC authorized platform; check the structure before marketing it (Código Penal art. 316).

Common traps

Premarketing a private placement widely: if the targets are picked from unspecified persons or 100 or more specified persons, the offer becomes public and needs prior RNVE registration (Decreto 2555 de 2010 art. 6.1.1.1.1 parágrafo).
Creeping above 25 percent of a listed company through market purchases or through affiliates counted as one beneficial owner: the shares that triggered the duty lose voting and economic rights until an OPA is launched (art. 6.15.2.10.8).
Foreign lenders or wealth managers flying in to pitch Colombian clients without a representative office or correspondent contract; reverse solicitation only covers relationships started by the resident without prior promotion (art. 4.1.1.1.3 num. 5).
Default interest clauses set at a fixed rate that later exceeds the monthly usury ceiling: the creditor loses all interest, not only the excess (Código de Comercio art. 884).
Treating the 3 percent listed share exemption as per account rather than per beneficial owner and per year (ET art. 36-1).
Forgetting the GMF in treasury planning: every outflow from a Colombian account bears 4 per 1,000 unless an exemption applies (ET art. 872 and 879).

Sources

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