Countries › Colombia › Guide › 3. Investing › Acquiring a Colombian company: merger control, share and quota transfers, control registration, the investment substitution filing, the seller's tax return and employees

Acquiring a Colombian company: merger control, share and quota transfers, control registration, the investment substitution filing, the seller's tax return and employees

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

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

Buying a Colombian company needs no foreign investment approval, but several filings follow from the deal. If the parties overlap and pass the annual SIC thresholds, the deal must be cleared or notified before closing; listed targets above 25 percent require a tender offer. Shares in an SAS or S.A. pass by agreement and registration in the share ledger, subject to bylaw restrictions, while quotas in a limitada need a public deed and registry filing. The buyer files a control registration within 30 days, a foreign to foreign sale is registered with Banco de la República as a substitution of investment, and a non resident seller files a special tax return within one month: gains on assets held two years or more pay 15 percent, while employees transfer with the business and the old and new employers share liability for debts already due.

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 the national open data portal. Conversions are for orientation only.

Key facts

Foreign investment approval needed for a foreign buyer of a Colombian company	No, save special regimes textDecreto 1068 de 2015 art. 2.17.2.2.2.2, as of 2026-10-27 · in force
Combined share of the relevant market below which a deal meeting the thresholds only needs notification	20 %Ley 1340 de 2009 art. 9, as of 2026-10-27 · in force
Time for the SIC to clear the deal or open phase two after the pre evaluation filing	30 daysLey 1340 de 2009 art. 10 num. 3, as of 2026-10-27 · in force
Phase two period after complete information after which a deal is deemed authorized	3 monthsLey 1340 de 2009 art. 10 num. 5, as of 2026-10-27 · in force
Stake in a listed company that can only be reached through a mandatory tender offer	25 % of voting capitalDecreto 2555 de 2010 art. 6.15.2.2.1 (Decreto 451 de 2026), as of 2026-10-27 · in force
Increase above which a 25 percent holder needs a mandatory tender offer	5 % of voting capitalDecreto 2555 de 2010 art. 6.15.2.2.1 (Decreto 451 de 2026), as of 2026-10-27 · in force
Maximum term of an SAS bylaw prohibition on trading shares (renewable unanimously)	10 yearsLey 1258 de 2008 art. 13, as of 2026-10-27 · in force
Time for limitada partners to accept an offer of quotas	15 daysCódigo de Comercio art. 363, as of 2026-10-27 · in force
Deadline to register a new control situation in the commercial registry	30 daysLey 222 de 1995 art. 30, as of 2026-10-27 · in force
Deadline for a non resident seller's change of ownership tax return	1 monthDecreto 1625 de 2016 art. 1.6.1.13.2.19, as of 2026-10-27 · in force
Occasional gains rate for foreign companies (assets held two years or more)	15 %Estatuto Tributario art. 313 (Ley 2277 de 2022 art. 32), as of 2026-10-27 · in force
Holding period for a gain on fixed assets to be an occasional gain	2 yearsEstatuto Tributario art. 300, as of 2026-10-27 · in force
TRM used for USD conversions (valid 27 October 2026)	3157.94 COP per USDResolución Externa 1 de 2018 of the Board of Banco de la República, art. 40 (TRM), as of 2026-10-27 · in force

The rule

1. Companies in the same economic activity or the same value chain that, jointly or individually, had operating income or total assets in the prior fiscal year above the amounts the Superintendencia de Industria y Comercio (SIC) sets each year in monthly minimum wages, must inform the SIC of planned mergers, consolidations, acquisitions of control or integrations, whatever their legal form. If they meet either threshold but jointly hold less than 20 percent of the relevant market, the deal is deemed authorized and need only be notified. Integrations solely among entities supervised by the Superintendencia Financiera are decided by that superintendency after an SIC competition opinion, and integrations between companies already in a registered business group are exempt from prior notification.
Cost to do it: The SIC charges a fee for prior merger control under Ley 2010 de 2019 art. 152, set for 2026 by SIC Resolución 4806 de 2026; the 2026 amounts and thresholds were not readable on an official page in this session, so they are not stated here.Ley 1340 de 2009 (24 July 2009), art. 9 replacing Ley 155 de 1959 art. 4, Art. 9 and par. 1 and 3, 2009-07-24 official text · verified 2026-10-27

2. Pre evaluation procedure: the parties file a summary report; within 3 days the SIC orders a notice in a national newspaper inviting third party information within 10 days (unless it already sees no filing duty or accepts a confidentiality request on public order grounds); within 30 days of the filing the SIC either clears the deal or opens the second phase; in the second phase the parties have 15 days to file the full information and may offer remedies; if 3 months pass after complete information without objection or conditions, the deal is deemed authorized. Inactivity by the parties for more than 2 months is treated as withdrawal. The SIC may approve with conditions, object, and order the reversal of a deal that was not informed or closed before the review period ended where it unduly restricts competition.Ley 1340 de 2009, Art. 10, art. 11 and art. 13, 2009-07-24 official text · verified 2026-10-27

3. Anyone who, directly or through others, wishes to become beneficial owner of 25 percent or more of the voting capital of a company whose shares are listed on a stock exchange may acquire the shares that take it to that level only through a mandatory public tender offer (OPA); a beneficial owner already at 25 percent or more may increase its stake by more than 5 percent only through a mandatory OPA. Tender offers are irrevocable save legal exceptions, must be addressed to all holders on equal terms and allow competing offers.Decreto 2555 de 2010, art. 6.15.2.1.1 and 6.15.2.2.1 as amended by Decreto 451 de 2026 art. 5 (27 April 2026), Art. 6.15.2.1.1 and art. 6.15.2.2.1, 2026-04-27 official text · verified 2026-10-27 · changed: Decreto 451 de 2026, signed 27 April 2026 and in force the day after publication, rewrote the tender offer rules of Decreto 2555 de 2010, including the 25 percent and 5 percent mandatory offer triggers and the principles of irrevocability, equal treatment, disclosure and competing offers.

4. SAS bylaws may prohibit trading the shares, or a class of them, for up to 10 years from issue, extendable only by unanimous vote for further periods of up to 10 years, and may subject any share transfer to prior shareholder approval; transfers in breach of the bylaws are ineffective by operation of law. Bylaws may also require corporate shareholders to report any change of control, allowing the assembly to exclude them. In an S.A., registered shares pass by simple agreement, but take effect against the company and third parties only on entry in the share register on the seller's written order, which may be an endorsement; any bylaw right of first refusal must set terms, with the price fixed by the parties or by experts. In a limitada, partners may always assign quotas; unless otherwise agreed, they must first be offered to the other partners, who have 15 days to accept; the assignment is a bylaw amendment that must be made by public deed, on pain of ineffectiveness, and binds the company and third parties only from its entry in the commercial registry.
Cost to do it: An SAS or S.A. share transfer needs no notary; a limitada quota assignment needs a public deed (notary fees) and registration in the commercial registry (chamber of commerce fee).Ley 1258 de 2008 (5 December 2008); Código de Comercio (Decreto 410 de 1971), Ley 1258 art. 13, 14, 15 and 16; Código de Comercio art. 362, 363, 366, 406 and 407, 2008-12-05 official text · verified 2026-10-27

5. A company is a subsidiary when more than 50 percent of its capital belongs to the parent directly or through subsidiaries, when the parent has the votes to form the minimum decision majority or elect the majority of the board, or when it exerts dominant influence through an act or business with the company or its partners. When a control situation arises, the controlling company must record it in a private document stating the names, domicile, nationality and activity of the linked companies and the basis of control, and file it for registration in the commercial registry of each linked company within 30 days; otherwise the competent superintendency declares the control and orders registration, without prejudice to fines. Any change in the control situation must also be registered.Ley 222 de 1995 (Diario Oficial 42.156 of 20 December 1995), art. 27 replacing Código de Comercio art. 261, and art. 30, Ley 222 art. 30 and par. 2; Código de Comercio art. 261, 1995-12-20 official text · verified 2026-10-27

6. A substitution of direct foreign investment is a change of the investment's holders to other non resident investors, or a change in its destination or receiving company; it may lead to partial or total cancellation of the original registration and a new registration, and is registered at any time by the investors, their attorneys or the receiving company's legal representative through the exchange information system, without supporting documents, including substitutions from mergers and spin offs. A cancellation applies when the non resident stops holding a registered investment, for example after selling it to a resident. For tax purposes the investor must also show that the tax on the operation was declared, assessed and paid.
Cost to do it: Banco de la República charges no fee for the filing.Circular Reglamentaria Externa DCIP-83 of Banco de la República, num. 7.2.1.4 lit. a and b as amended by Circular DCIP-83 of 25 August 2026; Decreto 1625 de 2016 art. 1.6.1.13.1.1, DCIP-83 num. 7.2.1.4; Decreto 1625 art. 1.6.1.13.1.1, 2026-08-25 official text · verified 2026-10-27 · changed: The substitution and cancellation rules of DCIP-83 num. 7.2.1.4 were rewritten by Banco de la República on 25 August 2026.

7. A non resident holder of foreign investment who sells it must file, within the month following the sale, the special income tax return for change of ownership of foreign investment and indirect transfers, with assessment and payment of the tax, even if no tax is due, electronically through an attorney, agent or representative registered in the RUT. Indirect sales of Colombian shares or assets through foreign entities are taxed as if the underlying asset had been sold directly, and a resident buyer that is a withholding agent must withhold. Gains on fixed assets held two years or more are occasional gains taxed at 15 percent for foreign companies and non resident individuals; gains on assets held less than two years are ordinary income. Sales of RNVE listed portfolio securities need no special return unless more than 3 percent of the outstanding shares are sold in the year.
Example: A foreign parent sells shares held for five years, with a tax cost of COP 4,000,000,000, for COP 10,000,000,000: the COP 6,000,000,000 gain is an occasional gain taxed at 15 percent, COP 900,000,000, declared and paid within one month of the sale. / About US$284,996 of tax on a gain of about US$1,899,973 from a price of about US$3,166,621.Decreto 1625 de 2016 art. 1.6.1.13.2.19 as amended by Decreto 2487 de 2022 art. 1; Estatuto Tributario art. 90-3 (Ley 2010 de 2019 art. 62), art. 300, art. 313 and art. 316 (Ley 2277 de 2022 art. 32 and 34), Decreto 1625 art. 1.6.1.13.2.19 and par.; ET art. 90-3, 300, 313 and 316, 2022-12-16 official text · verified 2026-10-27

8. Employer substitution is any change of employer for any reason while the identity of the business is preserved, and on its own it does not end, suspend or modify existing employment contracts. The old and new employers are jointly and severally liable for obligations already due at the date of substitution, with the new employer able to recover from the old one; the new employer is liable for obligations arising afterwards; and severance accrued to the substitution date may be settled by agreement or must be handed over by the old employer to the new one.Código Sustantivo del Trabajo (Decreto 2663 de 1950), Art. 67, art. 68 and art. 69, 1950-08-05 official text · verified 2026-10-27

Entity	How the transfer is made	Effective against company and third parties	Typical restrictions
SAS	Agreement and entry in the share register	On registration in the share register	Bylaw lockup up to 10 years; prior assembly approval; change of control clause (Ley 1258 art. 13, 14 and 16)
Sociedad anónima	Agreement; written order or endorsement	On entry in the share register (CCo art. 406)	Bylaw right of first refusal; none if listed (CCo art. 407)
Limitada	Public deed signed by legal representative, seller and buyer	On entry in the commercial registry (CCo art. 366)	Partners' 15 day preemption unless bylaws differ (CCo art. 363)

How ownership passes by entity type (Ley 1258 de 2008; Código de Comercio).

Worked example

A US group buys 100 percent of a Colombian SAS from a Spanish group for COP 10,000,000,000 (about US$3,166,621). The two groups compete in Colombia and exceed the SIC thresholds, so they file for pre evaluation and wait for clearance before closing (Ley 1340 de 2009 art. 9 and 10). The share transfer is entered in the SAS share register after checking the bylaws for lockups or approval clauses (Ley 1258 art. 13 and 14).
Within 30 days the buyer registers its control in the commercial registry (Ley 222 art. 30); the change of foreign holder is registered with Banco de la República as a substitution (DCIP-83 num. 7.2.1.4); and the Spanish seller files the change of ownership return within one month, paying 15 percent on its COP 6,000,000,000 gain, COP 900,000,000 (about US$284,996), subject to any relief under the Colombia Spain income tax convention, which the DIAN treaty list shows in force since 23 October 2008.

Step by step

1. Screen for special regimes and caps (television, private security, financial, hydrocarbons and mining) on the foreign investment regime page; otherwise no investment approval is needed (Decreto 1068 art. 2.17.2.2.2.2).
2. Run the merger control test: overlapping activity or value chain, SIC thresholds, combined share above or below 20 percent (Ley 1340 art. 9); file before closing.
3. If the target is listed and you will reach 25 percent, structure the deal as a tender offer (Decreto 2555 art. 6.15.2.2.1).
4. Review bylaws for lockups, approval rights, first refusal and change of control clauses, and for a limitada prepare the public deed (Ley 1258 art. 13 to 16; CCo art. 363, 366 and 407).
5. Close: register the transfer, then file the control registration within 30 days (Ley 222 art. 30).
6. Register the substitution or new investment with Banco de la República; the non resident seller files its tax return within one month and the buyer withholds where required (DCIP-83 num. 7.2.1.4; Decreto 1625 art. 1.6.1.13.2.19; ET art. 90-3).
7. Plan for employees: contracts continue and liabilities already due are shared with the seller (CST art. 67 to 69).

Common traps

Closing during SIC review. A deal closed before the review period ends, or not informed, can be ordered reversed and fined (Ley 1340 art. 13).
Ignoring indirect deals. Selling a foreign holding company that owns Colombian shares is taxed as a direct sale, and the special return applies (ET art. 90-3; Decreto 1625 art. 1.6.1.13.2.19).
Skipping the return because no tax is due. The non resident's return is mandatory for each operation even with no tax (Decreto 1625 art. 1.6.1.13.2.19).
Buying SAS shares in breach of bylaw restrictions. The transfer is ineffective by operation of law (Ley 1258 art. 15).
Treating a limitada quota sale like a share sale. Without a public deed the assignment is ineffective, and it binds third parties only from registration (CCo art. 366).
Forgetting the 30 day control filing. The superintendency can declare control and fine the parent (Ley 222 art. 30).
Expecting treaty relief for every seller. An Argentine seller, for example, has no general income tax convention with Colombia on the DIAN treaty list (only a 1970 shipping and air transport agreement, Ley 15 de 1970), so domestic rates apply in full; see the Argentina guide for the Argentine side.
Assuming liabilities stay with the seller. The buyer of a business is jointly liable for labour debts already due (CST art. 69).

Sources

← Selling to the Colombian State: how foreign bidders take part in public procurement, national treatment, the RUP, bid guarantees and contract limitsInvestor protections in Colombia: national treatment, expropriation only with prior compensation, the exchange guarantee and investment treaties →