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The first 90 days in Colombia: from foreign documents to the first monthly filings

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

The critical path starts abroad: the parent's corporate documents and powers need an apostille (or consular legalization) and an official Spanish translation before a Colombian chamber of commerce or notary will act on them. Once the company exists, several short clocks start: matrícula within one month of the formation document, RUT before any economic activity, registration of the foreign parent's control within thirty days and the first beneficial ownership filing within two months of the RUT. Capital must arrive through the FX market, where the FX declaration itself registers the investment with Banco de la República, and by the next month the company is already filing monthly withholding returns.

USD figures use the TRM (tasa representativa del mercado) of COP 3,158.43 per US dollar, valid 24 to 26 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

Deadline to apply for the matrícula mercantil after formation	1 monthsCódigo de Comercio art. 31, as of 2026-10-26 · in force
RUT (tax ID) registration	Before starting economic activity textEstatuto Tributario art. 555-2 par. 2, as of 2026-10-26 · in force
Registration of a parent's control situation	30 daysLey 222 de 1995 art. 30, as of 2026-10-26 · in force
Initial beneficial ownership (RUB) filing after RUT registration	2 monthsDIAN Resolución 164 de 2021 art. 10, as of 2026-10-26 · in force
Deadline to register FDI changes and cancellations	None, at any time since Decreto 1044 de 2026 textDecreto 1068 de 2015 art. 2.17.2.5.1.1 as amended by Decreto 1044 de 2026, as of 2026-08-05 · in force
Foreign public documents	Apostille, or consular legalization if the country is not a party; official Spanish translation textCódigo General del Proceso art. 251, as of 2026-10-26 · in force

The rule

1. Public documents issued abroad (such as the parent's certificate of existence or a power of attorney granted before a foreign notary) are submitted with an apostille under the treaties Colombia has ratified; if the issuing country is not a party, they must be authenticated by a Colombian consul, whose signature is then certified by the Ministry of Foreign Affairs. Documents in another language need a translation by the Ministry of Foreign Affairs or an official translator.Código General del Proceso (Ley 1564 de 2012), Art. 251, 2012-07-12 official text · verified 2026-10-26

2. A company applies for its matrícula mercantil through its legal representative within the month following the date of the formation deed; a branch or establishment applies within the month after it opens.Código de Comercio (Decreto 410 de 1971), Art. 31, 1971-03-27 official text · verified 2026-10-26

3. Registration in the RUT, which assigns the NIT tax ID, must be completed before economic activity begins, at DIAN, a chamber of commerce or another authorized entity; it identifies the company as income taxpayer, VAT responsible person, withholding agent, importer or exporter.Estatuto Tributario, art. 555-2 par. 2 as amended by Ley 2155 de 2021 art. 12, Art. 555-2, first paragraph and par. 2, 2021-09-14 official text · verified 2026-10-26

4. When a foreign parent controls the Colombian company, the parent records the control situation in a private document (names, domicile, nationality and activity of the parties and the basis of control) and files it for registration in the commercial registry within thirty days after control arises. If it does not, Supersociedades may declare the control and order its registration, and may impose fines.Ley 222 de 1995, Art. 30, 1995-12-20 official text · verified 2026-10-26

5. Legal persons formed from 1 June 2023 make their initial electronic filing in DIAN's beneficial ownership register (RUB) within two months after their RUT registration, and update it whenever the information changes.DIAN Resolución 164 de 2021 as amended by Resolución 1240 de 2022, Art. 10 and art. 11, 2021-12-27 official text · verified 2026-10-26

6. Foreign investors or their attorneys register initial and additional investments, changes and cancellations with Banco de la República at any time. For investments made in foreign currency, the FX declaration filed when the money is channelled through the FX market serves as the registration; the receiving company may also file registrations for its investors. Decreto 1044 de 2026 removed the former six month deadline for registering changes and cancellations, applying the change to pending exchange sanction proceedings.Decreto 1068 de 2015 as amended by Decreto 1044 de 2026, Art. 2.17.2.5.1.1 (Decreto 1044 art. 1 and par. 2), 2026-08-05 official text · verified 2026-10-26 · changed: Decreto 1044 of 5 August 2026 removed the six month deadline to register changes in holder, destination or receiving company and cancellations of foreign investment; registration may now be made at any time.

7. Obligations agreed between residents in foreign currency that are not exchange operations are paid in pesos at the TRM of the contract date unless another date or rate is agreed, so local contracts with suppliers and landlords should be priced in pesos or state the conversion rule.Resolución Externa 1 de 2018 of the Board of Banco de la República, Art. 86, 2018-05-25 official text · verified 2026-10-26

8. Withholding agents, including a company paying non residents, file and pay each month's withholding in the following month within the NIT digit window (seventh to sixteenth business day), so the first payroll or supplier payment starts the monthly cycle.Decreto 1625 de 2016 as replaced by Decreto 2229 de 2023, Art. 1.6.1.13.2.33, 2023-12-22 official text · verified 2026-10-26

9. The invoicing system comprises the sale invoice, equivalent documents and the electronic documents DIAN determines; DIAN sets their technical conditions, numbering, transmission, validation and delivery.Estatuto Tributario, art. 616-1 as amended by Ley 2155 de 2021 art. 13, Art. 616-1, 2021-09-14 official text · verified 2026-10-26

Stage	Action	Deadline or trigger	Legal basis
Before day 0	Apostille or legalize and translate the parent's certificate of existence and powers	Before filing anything in Colombia	CGP art. 251
Day 0	Sign the SAS private document (see entities/sas)	Starts the matrícula clock	Ley 1258 de 2008 art. 5
By month 1	Apply for the matrícula at the chamber of commerce and pay fees and registration tax	Within one month of the formation document	Código de Comercio art. 31
Before trading	RUT registration and NIT	Before economic activity starts	Estatuto Tributario art. 555-2 par. 2
Within 30 days of control	Parent files the control situation for registration	30 days after control arises	Ley 222 de 1995 art. 30
When capital is wired	Channel the funds through a Colombian FX intermediary or compensation account; the FX declaration registers the investment	On channelling	Decreto 1068 art. 2.17.2.5.1.1
Within 2 months of RUT	Initial RUB beneficial ownership filing	Two months after RUT registration	Res. DIAN 164 de 2021 art. 10
Month after first payments	First monthly withholding return	7th to 16th business day by NIT digit	Decreto 1625 art. 1.6.1.13.2.33

Indicative critical path for a foreign parent forming an SAS. Statutory deadlines are sourced; durations of steps without a statutory deadline depend on the chamber, the bank and the parent's home country and are not stated.

Worked example

A US parent forms an SAS on 1 March: it must apply for the matrícula by 1 April (Código de Comercio art. 31), register in the RUT before its first sale, file its control registration within 30 days of becoming parent (Ley 222 art. 30), and, if its RUT is issued on 10 March, file the RUB by 10 May (Res. 164 art. 10). Payroll paid in April triggers its first withholding return in May.
Initial capital of US$50,000 wired through a Colombian bank is worth about COP 157,921,500 at the reference TRM of COP 3,158.43; the rate actually applied is the one agreed with the bank. The FX declaration filed with the bank registers the investment, which is what secures the right to remit profits later.

Step by step

1. Order apostilled certificates of existence and powers of attorney from the parent's home country, and book an official translator.
2. Form the company (entities/sas, entities/branch-of-a-foreign-company) and apply for the matrícula within one month.
3. Complete the RUT and obtain the NIT before any economic activity; select the right responsibilities (income tax, VAT, withholding agent, importer).
4. Register the parent's control situation within 30 days.
5. Open the company's bank account and wire capital through the FX market with the correct FX declaration.
6. File the RUB beneficial ownership data within two months of the RUT.
7. Set up invoicing under DIAN's electronic invoicing system (Estatuto Tributario art. 616-1) and the monthly withholding cycle before the first payment.
8. Load the full year into the compliance calendar (start/tax-and-compliance-calendar).

Common traps

Foreign documents without an apostille (or consular legalization where the issuing country is not an Apostille Convention party) or without an official translation cannot be relied on (Código General del Proceso art. 251); check the issuing country's status before ordering documents.
Trading before RUT registration breaches Estatuto Tributario art. 555-2 par. 2.
Money sent to the company outside the FX market (for example to a personal account of a manager) does not generate the FX declaration that registers the investment.
The 30 day control registration is filed by the parent, not the subsidiary; Supersociedades can order it and fine the omission.
Pricing local contracts in dollars does not let residents pay each other in dollars; the obligation is paid in pesos (Res. Ext. 1 de 2018 art. 86).

Sources

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