Countries › Colombia › Guide › 10. Capital markets and finance › Public offerings and listings in Colombia: RNVE registration, the prospectus, the Segundo Mercado for professional investors, fast track issuers, ongoing disclosure and delisting

Public offerings and listings in Colombia: RNVE registration, the prospectus, the Segundo Mercado for professional investors, fast track issuers, ongoing disclosure and delisting

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

Any issuer that wants to offer securities to the public or have them traded must register itself and the issue in the Registro Nacional de Valores y Emisores (RNVE) kept by the Superintendencia Financiera (SFC); registration with a prospectus carries the authorization of the offer. Companies that only want professional money can use the Segundo Mercado, where securities are deemed registered once the documents are filed and the SFC has 10 business days to check that they are complete. Once listed, an issuer must publish quarterly and year end reports through the RNVE and disclose relevant information immediately, and leaving the exchange requires a shareholders vote plus a tender offer to the dissenting holders.

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

Securities and issuers registry	Registro Nacional de Valores y Emisores (RNVE), kept by the SFC textDecreto 2555 de 2010 art. 5.2.1.1.1, as of 2026-10-27 · in force
SFC completeness check for a Segundo Mercado offer	10 business daysDecreto 2555 de 2010 art. 5.2.3.1.12, as of 2026-10-27 · in force
Term to place a Segundo Mercado issue after authorization (extendable once)	6 monthsDecreto 2555 de 2010 art. 5.2.3.1.13, as of 2026-10-27 · in force
Minimum net worth to be classified as professional investor	157878.12 UVTDecreto 2555 de 2010 art. 7.2.1.1.2, as of 2026-10-27 · in force
Alternative test: minimum securities portfolio	78939.06 UVTDecreto 2555 de 2010 art. 7.2.1.1.2, as of 2026-10-27 · in force
Term to launch the delisting tender offer after the shareholders vote	3 monthsDecreto 2555 de 2010 art. 6.15.2.6.1 (Decreto 451 de 2026), as of 2026-10-27 · in force
Listed share trades at or above this value must go through the exchange	66000 UVRDecreto 2555 de 2010 art. 6.15.1.1.2, as of 2026-10-27 · in force

The rule

1. 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 RNVE. To register, it files with the SFC a request signed by its legal representative with, among other documents: the SFC registration form; for securities other than shares, the issue and placement rules and the minutes of the competent body; for shares, the minutes of the shareholders meeting deciding the registration, adopted with the quorum and majority required for bylaw amendments; the prospectus; a specimen or the draft global certificate for dematerialized issues; a certificate of existence no older than three months; the bylaws; a feasibility study if the issuer is pre operating or has operated for less than two years; and the documents on any special guarantee.
Cost to do it: The issuer bears legal, audit, rating and structuring costs and the SFC registration fees; the SFC fee schedule is not quoted here.
Example: A Colombian sociedad anónima that wants to list shares on the stock exchange first has its shareholders approve the registration with the majority needed for a bylaw amendment, then files the RNVE request. / The documents are the same whether the offering is US$5 million or US$500 million; size changes the cost of advisers, not the list of filings.Decreto 2555 de 2010 (single decree of the financial, insurance and securities sector), Art. 5.2.1.1.1 and art. 5.2.1.1.3, 2010-07-15 official text · verified 2026-10-27

2. The prospectus is the document with the data on the issuer, the security and the issue needed for investors to understand them. Its content is set by the SFC, but it must at least describe the conditions of the security and the offer, the authorizations received, and give a clear, complete, precise, objective and verifiable description of the issuer (organization, financial information, expectations, risks, future projects and use of proceeds), plus any price stabilization agreed. The legal representative certifies it, and it must be kept on the websites of the issuer, the SFC and the trading system. An issuer already registered that makes a new issue only files the information on the new security, offer and authorizations.Decreto 2555 de 2010, as amended by Decreto 1239 de 2024, Art. 5.2.1.1.4, 2010-07-15 official text · verified 2026-10-27 · changed: Decreto 1239 de 2024 rewrote art. 5.2.1.1.4 so the SFC sets the prospectus content, keeping the statutory minimum contents listed above.

3. Registration of the issuer and the issue in the RNVE carries the authorization to make the public offering in the primary market. The issuer must also file the authorization of the competent state body where required, the justification of the price (or the mechanism to set it) for non debt securities, and the draft offer notice. The placement price need not be fixed to obtain the authorization: it can be set later by the issuer and the placement agents based on premarketing and market conditions, but must be communicated to the SFC before the offer. Where the securities will be listed on an exchange, listing must take place before the offer.
Example: An IPO can be approved with a price range and priced after the book building, as long as the final price reaches the SFC before the offer notice is published.Decreto 2555 de 2010, Art. 5.2.1.1.5 and art. 6.1.1.1.2, 2010-07-15 official text · verified 2026-10-27

4. Securities of issuers that the SFC classifies as known or recurrent issuers are deemed registered in the RNVE, and their public offering authorized, once the registration and primary offer documents are sent to the SFC for information only. The SFC defines both categories, taking into account for known issuers their track record, corporate governance, sanctions history and ESG criteria, and for recurrent issuers how often and how much they issue, and it may suspend the fast track for any issuer at any time.Decreto 2555 de 2010, as amended by Decreto 1239 de 2024 art. 34, Art. 5.2.2.1.12, 2010-07-15 official text · verified 2026-10-27 · changed: Decreto 1239 de 2024 art. 34 rewrote the automatic registration regime for known or recurrent issuers.

5. The Segundo Mercado is the market for securities registered under its special rules that only qualified investors may buy; qualified investors are clients classified as professional investors. Securities for the Segundo Mercado are deemed registered and their offer authorized once the issuer files the required documents (a letter of intent, a simplified prospectus, a certificate of equal treatment of investors and a draft offer notice that warns that only authorized investors may buy); the SFC has 10 business days to check they are complete, and if they are, the offer is authorized. The issuer must start the promotional process within three months and complete the placement within six months of the authorization, extendable once for the same period. An issue may not be in the Segundo Mercado and the main market at the same time, and a company's shares may only be in one of the two.
Cost to do it: No prior SFC review beyond the 10 business day completeness check; the issuer saves the cost of a full prospectus and, for bonds and commercial paper, exchange listing and a rating are voluntary.
Example: A family owned agribusiness raises COP 150,000 million of bonds placed only with pension funds and other professional investors through the Segundo Mercado. / That issue is about US$47.50 million; it is authorized 10 business days after a complete filing and must be placed within six months.Decreto 2555 de 2010, as amended by Decreto 1019 de 2014, Art. 5.2.2.1.11, 5.2.3.1.1, 5.2.3.1.4, 5.2.3.1.5, 5.2.3.1.12 and 5.2.3.1.13, 2010-07-15 official text · verified 2026-10-27

6. To be classified as a professional investor, a client must show net worth of at least 157,878.12 UVT and either a securities portfolio of at least 78,939.06 UVT or at least 15 purchases or sales within a 60 day period in the previous two years with an aggregate value of at least 552,573.41 UVT. Persons certified as market professionals by a self regulatory body, foreign financial and multilateral bodies, SFC supervised entities and investors classified as professional (or equivalent) in Pacific Alliance jurisdictions may also be classified as professional investors.
Cost to do it: In 2026 money the net worth test is about COP 8,268,708,657 (US$2.62 million) and the portfolio test about COP 4,134,354,328 (US$1.31 million).
Example: A family office with COP 9,000 million of net worth and COP 5,000 million in a securities portfolio meets both tests in 2026. / The 2026 net worth floor is roughly US$2.62 million.Decreto 2555 de 2010, as amended by Decreto 1291 de 2020 and Decreto 2642 de 2022, Art. 7.2.1.1.2 and art. 7.2.1.1.3, 2010-07-15 official text · verified 2026-10-27

7. Issuers must publish through the RNVE a quarterly report and a year end report. The quarterly report includes quarterly financial statements, which need not be audited but must come with the statutory auditor's or external auditor's review report, material changes after the quarter end, management's discussion and analysis of results and financial position compared with the same quarter of the previous year, and market risk analysis where material. No issuer may release these reports to the public by other means before or without releasing them through the official periodic information channels. Where the issuer is listed in a jurisdiction with stricter disclosure, the extra information must be included in the Colombian reports.Decreto 2555 de 2010, as amended by Decreto 151 de 2021, Art. 5.2.4.2.1, 5.2.4.2.3 and 5.2.4.2.4, 2010-07-15 official text · verified 2026-10-27

8. Relevant information must be disclosed through the SFC website immediately after the situation occurs or, if it originated in a third party, as soon as the issuer learns of it. Where the issuer has securities registered in another jurisdiction with stricter disclosure, it must disclose in Colombia at the same time any additional information it releases abroad. The SFC may authorize an issuer not to disclose relevant information in specific cases.Decreto 2555 de 2010, as amended by Decreto 151 de 2021, Art. 5.2.4.3.5 and art. 5.2.4.3.6, 2010-07-15 official text · verified 2026-10-27

9. Issuers with shares listed on an exchange may cancel the listing by decision of the general shareholders meeting adopted by a majority of the votes present. The shareholders who approved the cancellation must then launch a tender offer for the shares of absent or dissenting holders within three months of the meeting, at a price set by an independent valuer approved by the SFC whose cost the issuer pays; if no offer is made in that term, the decision lapses. Any purchase of listed shares worth 66,000 UVR or more must be carried out through the exchange systems, with listed exceptions.Decreto 2555 de 2010, as amended by Decreto 451 de 2026 art. 3 and art. 5, Art. 5.2.6.1.2, 6.15.2.6.1, 6.15.2.6.3 and 6.15.1.1.2, 2026-04-27 official text · verified 2026-10-27 · changed: Decreto 451 de 2026 (27 April 2026) moved the delisting tender offer rules into art. 6.15.2.6.1 to 6.15.2.6.4 and repealed old art. 5.2.6.1.3 to 5.2.6.1.5.

Point	Main market	Segundo Mercado
Who may buy	Any investor	Only professional investors, with exceptions for existing shareholders, preemptive rights and buybacks (art. 5.2.3.1.4)
Registration	RNVE request with full prospectus (art. 5.2.1.1.3)	Deemed registered on a complete filing; 10 business day check (art. 5.2.2.1.11 and 5.2.3.1.12)
Exchange listing of bonds and commercial paper	Required before the offer (art. 6.4.1.1.3 and 6.6.1.1.1)	Voluntary (art. 5.2.3.2.1)
Placement window	Set in the authorization	Six months, extendable once (art. 5.2.3.1.13)
Professional investor test in 2026	Not applicable	Net worth COP 8,268,708,657 (US$2.62 million) plus portfolio or trading test (art. 7.2.1.1.2)

Main market and Segundo Mercado compared (Decreto 2555 de 2010 Part 5 and 6)

Worked example

A mid sized Colombian company wants COP 300,000 million (about US$95.00 million) of five year bonds. It can register a full issue in the main market with a prospectus, rating, bondholder representative and exchange listing, reaching retail and institutional investors, or go to the Segundo Mercado with a simplified prospectus and sell only to professional investors such as pension funds and insurers (Decreto 2555 de 2010 art. 5.2.1.1.3 and 5.2.3.1.12).
A US company with a Colombian subsidiary that later wants to delist the subsidiary's shares needs a majority vote at the shareholders meeting and must buy out the absent and dissenting shareholders through a tender offer at an independently valued price within three months (art. 5.2.6.1.2 and 6.15.2.6.1).

Step by step

1. Decide whether the offer is public (100 or more specified persons or any unspecified public, see the overview page) and whether you will target all investors or only professional investors.
2. Prepare the corporate approvals: for shares, a shareholders resolution with the bylaw amendment majority; for other securities, the issue and placement rules approved by the competent body (art. 5.2.1.1.3).
3. Engage the statutory auditor, a rating agency where required, a bondholder representative for bonds and a stockbroker or financial corporation as placement agent.
4. File the RNVE request and prospectus; for the Segundo Mercado, file the simplified package and wait the 10 business day completeness check (art. 5.2.3.1.12).
5. List on the exchange before the offer where listing is required, publish the offer notice and place within the authorized window.
6. From then on, file quarterly and year end reports through the RNVE and publish relevant information immediately on the SFC website (art. 5.2.4.2.3 and 5.2.4.3.5).

Common traps

Releasing quarterly results to the press or on the company website before they are published through the RNVE (art. 5.2.4.2.4).
Selling Segundo Mercado securities to a buyer who has not certified professional investor status: both buyer and seller are exposed to sanctions (art. 5.2.3.1.4 parágrafos 1 and 2).
Letting a Segundo Mercado authorization lapse: after six months (or the single extension) without placement, the process starts over (art. 5.2.3.1.13).
Disclosing more abroad than at home: a dual listed issuer must release in Colombia, at the same time, any extra information it publishes in the other market (art. 5.2.4.3.5).
Treating a delisting vote as the end of the process: if the tender offer is not launched within three months, the delisting decision lapses (art. 6.15.2.6.1).

Sources

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