Countries › Colombia › Guide › 10. Capital markets and finance › Corporate bonds and commercial paper in Colombia: who may issue, listing, the bondholder representative, issuer restrictions, issuance programs and the 15 day to one year commercial paper window

Corporate bonds and commercial paper in Colombia: who may issue, listing, the bondholder representative, issuer restrictions, issuance programs and the 15 day to one year commercial paper window

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

Any entity with legal capacity may issue bonds or commercial paper by public offer with prior SFC authorization; ordinary bonds offered to the public must be listed on an exchange or trading system first, and every bond issue placed in the market needs an independent bondholder representative. While bonds are outstanding the issuer may not change its corporate purpose, merge, split, transform or return capital without bondholder approval, unless it first offers repayment, equivalent replacement bonds or a guarantee. Commercial paper (pagarés offered publicly) must run more than 15 days and less than one year and cannot fund credit activities or share purchases, and issuance programs let a frequent issuer offer tranches for five renewable years under one global quota.

USD figures use the TRM of COP 3,157.94 per US dollar valid on 27 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) and amounts in minimum wages use the 2026 monthly minimum wage of COP 1,750,905 (Decreto 1469 de 2025). Conversions are for orientation only.

Key facts

Ordinary bonds offered publicly must be listed before the offer	Yes, except Segundo Mercado and privately placed bank bonds textDecreto 2555 de 2010 art. 6.4.1.1.3, as of 2026-10-27 · in force
Bondholder representative required	Yes, for bonds placed or traded in the market textDecreto 2555 de 2010 art. 6.4.1.1.5, as of 2026-10-27 · in force
Prescription of actions to collect bond interest and principal	4 yearsDecreto 2555 de 2010 art. 6.4.1.1.39, as of 2026-10-27 · in force
Commercial paper minimum term (must exceed)	15 daysDecreto 2555 de 2010 art. 6.6.1.1.1, as of 2026-10-27 · in force
Commercial paper maximum term (must be under)	1 yearsDecreto 2555 de 2010 art. 6.6.1.1.1, as of 2026-10-27 · in force
Validity of an issuance and placement program (renewable)	5 yearsDecreto 2555 de 2010 art. 6.3.1.1.3, as of 2026-10-27 · in force

The rule

1. Any entity that has legal capacity under its regime may issue bonds for placement by public offering, with prior SFC authorization of the offer. Public offerings of bonds not convertible into shares by entities with automatic RNVE registration do not need that authorization.Decreto 2555 de 2010, Art. 6.4.1.1.1, 2010-07-15 official text · verified 2026-10-27

2. Ordinary bonds to be placed by public offering must be registered on a trading system or stock exchange before the offer, except bonds in a Segundo Mercado issue and ordinary bonds of credit institutions placed privately, for which listing and rating are voluntary. Convertible bonds, or bonds with share subscription coupons, for public offering or later listing require the shares to be listed, unless placed only with shareholders, only with creditors to capitalize genuine prior debts, or the bonds are risk bonds. No entity may make a new bond issue while it is in default on a previous issue (save for entities in restructuring), has placed bonds on unauthorized terms, has a subscription period pending, or, for convertibles subject to preemptive rights, has a share subscription pending.Decreto 2555 de 2010, as amended by Decreto 1239 de 2024 art. 37, Art. 6.4.1.1.3, 2010-07-15 official text · verified 2026-10-27 · changed: Decreto 1239 de 2024 art. 37 rewrote num. 3 (listing of ordinary bonds, exceptions for Segundo Mercado and privately placed bank bonds) and repealed num. 1 and 5.

3. Bonds issued for placement or trading in the securities market must have a bondholder representative (representante legal de tenedores de bonos), which must be an entity legally authorized for that role; for risk bonds it is optional. A person may not act as representative if it defaulted as representative in another issue, is beneficial owner of more than 10 percent of the issuer or vice versa, shares owners of more than 10 percent with the issuer, has close family ties with the issuer's directors, or is the manager of a private equity fund that issues the bonds. Advisory roles on the issue, guarantees, underwriting commitments and holding more than 10 percent of the issuer's liabilities are conflicts that must be managed and disclosed.
Cost to do it: The representative's fee is agreed in the representation contract and borne by the issuer; it is not regulated in amount.Decreto 2555 de 2010, as amended by Decreto 1235 de 2020 art. 21, Art. 6.4.1.1.5, 2010-07-15 official text · verified 2026-10-27

4. While the issue is outstanding, the issuer may not change its corporate purpose, split, merge, transform or reduce capital with effective return of contributions unless the bondholders meeting approves it with the majority needed to amend the loan terms. It may do so without bondholder approval if it first offers ordinary bondholders one of: repayment of the loan; replacement bonds with identical terms issued by the new company, if its finances are similar or better as assessed by the SFC; or a guarantee satisfactory to the SFC covering principal and projected interest. For convertibles, the issuer must offer early conversion, subscription or repayment unless 80 percent of holders approved the decision.
Example: A listed bond issuer planning a merger with a non issuer must either win the bondholders vote or offer each holder repayment, equivalent new bonds or a guarantee before the merger. / On a US$100 million bond, failing to offer one of the three options before a merger exposes the issuer to bondholder claims and SFC action.Decreto 2555 de 2010, Art. 6.4.1.1.42, 2010-07-15 official text · verified 2026-10-27

5. Actions to collect interest and principal on bonds prescribe four years after the payment falls due.Decreto 2555 de 2010, Art. 6.4.1.1.39, 2010-07-15 official text · verified 2026-10-27

6. Commercial paper (papeles comerciales) are pagarés offered publicly in the securities market and issued in mass or in series. Any entity with legal capacity may issue them by public offer with prior SFC authorization. Their term must be more than 15 days and less than one year from the issue date. The proceeds may not be used for activities of credit institutions or to buy shares or convertible bonds, and the issuer must list the paper on a stock exchange before the offer notice and keep it listed while paper is outstanding, except paper in the Segundo Mercado. Paper may be offered as a single issue or on a revolving basis, with or without rollover at the same or renegotiated rate.
Example: A retailer funds seasonal inventory with 180 day commercial paper listed on the exchange; it may not use the money to buy shares of a competitor. / A US$20 million revolving program of 90 day paper can roll over at a new rate if the issuer proposes it and the investor stays silent (art. 6.6.1.1.2 num. 2.1).Decreto 2555 de 2010, as amended by Decreto 1239 de 2024 art. 38, Art. 6.6.1.1.1 and art. 6.6.1.1.2, 2010-07-15 official text · verified 2026-10-27 · changed: Decreto 1239 de 2024 art. 38 rewrote art. 6.6.1.1.1, keeping the more than 15 days and less than one year term.

7. In an issuance and placement program (programa de emisión y colocación), the securities in the program can be offered publicly, individually or simultaneously, for five years from the act ordering registration, and the issuer may ask in writing to renew the term for equal periods before it expires. Offers can be for all or part of the global quota, and each offer reduces the available quota. The SFC sets the requirements to run a program.Decreto 2555 de 2010, as amended by Decreto 1235 de 2020 art. 20 and Decreto 1239 de 2024 art. 36, Art. 6.3.1.1.2 and art. 6.3.1.1.3, 2010-07-15 official text · verified 2026-10-27

8. Debt and mixed securities offered publicly must follow standardized or non standardized rules. Under the standardized rules, interest is paid only at the end of each period, periods are monthly, quarterly, semiannual or annual counted from the issue date (the business day after the first offer notice), the coupon is the same for every security in a series and stated with two decimals, and interest is computed under one of the permitted day count conventions (360/360, 365/365, actual/actual or actual/360).Decreto 2555 de 2010, as amended by Decreto 1178 de 2017 art. 3, Art. 6.1.1.1.5, 2010-07-15 official text · verified 2026-10-27

Point	Bonds	Commercial paper
Term	Set in the issue rules	More than 15 days and less than one year
Exchange or trading system listing	Before the public offer, save Segundo Mercado and private bank bonds	On an exchange before the offer notice, save Segundo Mercado
Bondholder representative	Required (optional for risk bonds)	Not required by the commercial paper articles
Use of proceeds limits	None specific in Book 4	No credit institution activities, no purchase of shares or convertibles
Repeat issuance	Issuance program, five renewable years	Single or revolving issue; programs allowed

Bonds and commercial paper compared (Decreto 2555 de 2010 Books 4 and 6 of Part 6)

Worked example

A Colombian SAS owned by a US parent issues COP 200,000 million (about US$63.33 million) of seven year bonds in the main market: it lists them on the exchange before the offer, appoints an authorized trust company as bondholder representative with no 10 percent cross holdings, and pays coupons quarterly under the standardized rules (Decreto 2555 de 2010 art. 6.4.1.1.3, 6.4.1.1.5 and 6.1.1.1.5).
Three years later the parent wants to merge the SAS into another group company. Without a bondholder vote it must first offer the holders repayment, identical bonds of the surviving company with comparable finances, or an SFC approved guarantee (art. 6.4.1.1.42).

Step by step

1. Confirm the issuer has capacity to issue bonds under its corporate regime and bylaws and approve the issue rules at the competent body.
2. Choose main market or Segundo Mercado and, for the main market, arrange the exchange listing and rating before the offer.
3. Appoint a bondholder representative that passes the independence tests and document conflicts to be disclosed (art. 6.4.1.1.5).
4. If you will issue repeatedly, register an issuance program to use one global quota for five years (art. 6.3.1.1.3).
5. Diary the restrictions that apply while bonds are outstanding: no merger, split, transformation, purpose change or capital return without the bondholder vote or one of the three protective offers (art. 6.4.1.1.42).

Common traps

Planning a reorganization in the middle of a bond issue without budgeting for repayment, replacement bonds or a guarantee to bondholders (art. 6.4.1.1.42).
Picking as bondholder representative a bank that also lends heavily to the issuer: holding more than 10 percent of the issuer's liabilities is a conflict to be managed and disclosed (art. 6.4.1.1.5 parágrafo 2).
Using commercial paper proceeds to buy shares or to fund lending activity, which art. 6.6.1.1.1 forbids.
Launching a new issue while a previous one is in default or its subscription period is still open (art. 6.4.1.1.3 num. 4).
Letting an issuance program expire: the written renewal request must be filed before the five year term ends (art. 6.3.1.1.3).

Sources

← Public offerings and listings in Colombia: RNVE registration, the prospectus, the Segundo Mercado for professional investors, fast track issuers, ongoing disclosure and delistingTender offers (OPA) and delisting in Colombia under Decreto 451 de 2026: triggers, minimum price, guarantees, timetable, competing bids, the 90 percent sell out right and the delisting offer →