How to incorporate a company in Colombia step by step: from the decision to the first invoice

Incorporating a company in Colombia has become, in appearance, a simple formality: today you can sign a private document, file it with the chamber of commerce and have a certificado de existencia y representación legal (the chamber of commerce certificate) within a few days. That ease is good news, but it conceals a silent risk: because the procedure is easy, many founders treat it as one more form and dispatch in a single afternoon the decisions that will define, for years, their personal liability, their relationship with their partners and the legal soundness of the business.

The experience of guiding incorporations —and of dealing afterward with their consequences— teaches something uncomfortable: serious corporate disputes rarely arise from an obscure rule. They arise from a rushed incorporation. The corporate purpose copied from another company, the capital that was declared and never came in, the template bylaws that did not provide for how a partner leaves: all of that is signed in minutes and argued over for years.

This guide walks through, in the real order of execution, the complete process for incorporating a commercial company in Colombia. It is not a comparison of company types —if your question is which form to choose, that decision has a guide of its own (the types of company in Colombia)— nor a manual on the life of the company once incorporated (commercial law and business companies). It is the executable route to incorporating properly, from the first decision to the first invoice.

The essentials in five minutes

If you have little time, this is the map; you can then come back to the section that interests you:

• Incorporating is a nine-step process, not a form. Each step produces a specific document before a specific authority.
• The SAS (Colombia's simplified stock corporation) is incorporated by a private document with notarized signatures, filed with the chamber of commerce (art. 5 of Ley 1258 de 2008). An escritura pública (public deed) is required only where real property is contributed, or in the classic types under the Código de Comercio (art. 110).
• The SAS's legal personality comes into being with registration, not with the signing (art. 2 of Ley 1258 de 2008). In the classic types, the company arises with the escritura pública, but without registration it is unenforceable against third parties (art. 112 of the Código de Comercio).
• The bylaws are the contract that will govern your company. The clauses on majorities, transfer of shares, disputes and the exit of partners are worth more than all the rest of the document, and several can only be agreed on later by unanimity (art. 41 of Ley 1258 de 2008).
• The capital declared must be real. In the SAS, the period for paying up the subscribed shares may not exceed two years (art. 9 of Ley 1258 de 2008); in the limitada it is paid in full on incorporation (art. 354 of the Código de Comercio).
• After registration there are immediate tasks left: the RUT and the NIT, the books, the bank account, invoicing, social security and one that almost no one knows about: registering the situation of control within thirty days, if you control the company (art. 30 of Ley 222 de 1995).

Step 0 — The preliminary decisions: what must be settled before drafting anything

The costliest mistake in an incorporation does not happen at the chamber of commerce: it happens before, when the thinking stage is skipped. Three points must be settled before the first line of the bylaws is written.

First: the company type. Most new businesses are incorporated as a SAS, because of the flexibility of its bylaws, its incorporation by private document and because the shareholders are liable, as a general rule, only up to the amount of their contributions (art. 1 of Ley 1258 de 2008). But the SAS is not always the most suitable: the limitada, the anónima, the colectivas and the comanditas all remain available; that comparison is set out in the sister guide (the types of company in Colombia). What matters here: the type chosen determines the form of the incorporation act and the minimum content of the bylaws —that is, it conditions almost every step that follows.

Second: who the partners will be and with what percentages. Percentages are votes, profits and veto power. The 50/50 split, so common, is also the classic recipe for deadlock: without tie-breaking rules, any serious disagreement paralyzes the shareholders' meeting. Before incorporating it is worth answering in writing: who contributes what, what percentage they receive and why, who manages the company, and what happens to the stake of anyone who stops working on the project. It is the uncomfortable conversation worth having while everyone is still in agreement (disputes between partners).

Third: the corporate purpose —determinate or indeterminate? In the SAS it may be agreed that the company carry out "any lawful commercial or civil activity"; if nothing is said, the purpose is understood to be indeterminate (art. 5, no. 5, of Ley 1258 de 2008). In the classic types the opposite applies: the escritura pública requires "a clear and complete statement of the principal activities", an indeterminate stipulation is of no effect (art. 110, no. 4, of the Código de Comercio) and the company's capacity is confined to its purpose (art. 99). In practice, even in the SAS it is advisable to state the principal activities and close with the broad catch-all clause: banks, financial institutions and counterparties look at the consistency between purpose, CIIU codes and actual invoicing.

An example. Two developers and one investor are going to incorporate a software SAS: she puts in most of the money; they put in work. Splitting it in thirds "out of trust" dilutes the investor's contribution and leaves anyone who walks away holding a passive third of the company. Defining percentages that reflect the actual contributions, and what happens to the shares of anyone who leaves, belongs to step zero.

Common mistake. Starting with the form instead of with the agreement: the filing will go well; the company, not necessarily.

Resulting document: an agreement on terms among the partners, even if only an internal draft. Before whom: no one yet; the partners themselves, ideally with legal support.

Step 1 — Check the name: the name-duplication check in the RUES

The company's name may not coincide with that of another merchant already registered in the country. It is not a marketing recommendation: it is a legal prohibition that the chambers of commerce apply at the moment of registration.

The check is run in the RUES, the Registro Único Empresarial y Social administered by the chambers of commerce, which brings together the registry information of the whole country (art. 166 of Decreto-Ley 019 de 2012). The search is public and online: look up the exact name and its variants, because the check is nationwide and literal.

Distinguish three concepts: the corporate name identifies the legal person and is checked for name duplication; the trade name identifies the activity and the establishment; and the trademark is protected only through trademark registration before the Superintendencia de Industria y Comercio (SIC), a separate procedure. A name being free in the RUES does not mean the trademark is available, or the other way around.

An example. You want to incorporate "Logística Andina S.A.S." and the RUES shows a company with the same name registered years ago in another city. Even though they are in different departments, the check is nationwide: you will need another name or a real distinguishing element, decided before the bylaws are drafted.

Common mistake. Printing stationery, buying a domain and opening social media accounts under a name that was never checked; or believing that the matrícula mercantil (the annual commercial registration) protects the trademark.

Resulting document: a record of the search in the RUES. Before whom: the RUES online; the final check is made by the chamber of commerce when it examines the registration.

Step 2 — Draft the bylaws: the contract that will govern your company

The bylaws are not paperwork: they are the contract that will govern the relations between you, your partners and the company. When a disagreement arrives —and at some point it does—, the first thing the lawyer, the arbitrator or the judge will read is the bylaws. This is where the most value is at stake.

The minimum content depends on the regime:

That minimum is only the skeleton. What distinguishes template bylaws from well-considered ones are the clauses the law permits and that it is worth deciding today, while the partners are in agreement:

• Majorities and reserved matters. Unless otherwise agreed, the SAS's shareholders' meeting has a quorum with half plus one of the subscribed shares and decides with half plus one of those present (art. 22 of Ley 1258 de 2008). You can raise those majorities for sensitive decisions or agree on tie-breakers for a 50/50 split.
• Convening and holding meetings. Notice periods, valid channels, meetings held remotely and decisions in writing: defining this avoids future arguments about the validity of what was decided.
• Restrictions on the transfer of shares. The SAS allows you to agree on a right of first refusal, on prior authorization by the shareholders' meeting (art. 14) and even on prohibiting transfer for ten years, renewable (art. 13); a transfer that breaches these rules is of no effect as a matter of law (art. 15). These are the clauses that keep an unknown third party from ending up seated in your shareholders' meeting.
• Dispute resolution. It may be agreed that differences among shareholders, or with the company or its officers, be resolved by arbitration or amigable composición —a binding determination by a neutral third party— (art. 110, no. 11, of the Código de Comercio; art. 40 of Ley 1258 de 2008); the arbitration clause may appear in the contract or in a separate document (arts. 3 and 4 of Ley 1563 de 2012). It is a design decision: arbitration offers speed, but it carries costs that a small company must weigh; without such an agreement, disputes go to the ordinary courts or to the Superintendencia de Sociedades (the corporate supervisor, which in Colombia also sits as a court).
• Exit and exclusion rules. What happens if a partner sells, dies, defaults or stops working: call options, valuation formulas, grounds for exclusion. No rule imposes them; their absence is the leading cause of lawsuits among partners (disputes between partners).
• Shareholders' agreements. The company must abide by agreements on the purchase or sale of shares, rights of first refusal, voting and other lawful matters once they are deposited with the management (art. 24 of Ley 1258 de 2008). They let the partners agree between themselves on what they do not want published in the registry.

Also define the management: the legal representative and the alternate, their powers and the limits by amount or subject matter, and whether certain acts require authorization from the shareholders' meeting or the board of directors. Managing a company entails personal duties and liabilities that should not be taken on lightly (the criminal liability of company directors).

A calendar warning: in the SAS, the clauses on restrictions on transfer, prior authorization and arbitration may only be introduced or amended later with the vote of one hundred percent of the subscribed shares (art. 41 of Ley 1258 de 2008). What is not agreed on today, while there is consensus, may turn out to be impossible tomorrow, when there is none.

An example. A two-partner SAS with a 50% split copies an arbitration clause that refers everything to an institutional panel of three arbitrators. Years later, a disagreement gets stuck: the arbitration they agreed on costs more than the company's capital and neither of them can amend the clause without the other.

Common mistake. Confusing "short bylaws" with "simple bylaws": the minimal templates leave out precisely majorities, exits and disputes, and the company ends up governed by default rules that were never written for your business.

Resulting document: the complete draft bylaws. Before whom: no one yet; it is a working session between the partners and their lawyer.

Step 3 — Private document or escritura pública?

With the bylaws defined, next comes the form of the incorporation act. The rule is simple and the exceptions are precise.

The rule for the SAS: a private document. The signed bylaws must be notarized by those who take part in signing them, before filing, either directly or through an attorney-in-fact (art. 5, parágrafo 1, of Ley 1258 de 2008). In practice, notarization is satisfied by the acknowledgment of signatures before a notary or through the identification mechanisms of the chambers' online filing procedure.

The exception: real property. Where the assets contributed include property whose transfer requires an escritura pública —the typical case: real property—, the incorporation itself must be done by escritura pública and must also be entered in the corresponding registries (art. 5, parágrafo 2, of Ley 1258 de 2008; art. 111 of the Código de Comercio, which also requires registration at the Oficina de Registro de Instrumentos Públicos). Without that formality, the real property does not enter the company's assets.

The classic types: always an escritura pública. The limitada, the anónima, the colectivas and the comanditas are incorporated by escritura pública with the content of art. 110. If any stipulation was left out, supplementary escrituras may be granted before filing (art. 113).

An example. Three partners incorporate a real estate SAS and one contributes a warehouse. They draw up a private document and have it notarized. Even if it were to be filed, the warehouse would not have entered the company's assets: contributing real property required an escritura pública and registration, with a prior title search.

Common mistake. Assuming that the notary's office reviews the substance of the bylaws. The notary attests to the execution of the document; they do not check that your majorities make sense or that exit clauses exist. That quality control is yours and your adviser's.

Resulting document: a private document with notarized signatures, or an escritura pública with its copies. Before whom: the notary's office.

Step 4 — The commercial registry: where the legal person is born

Next comes the filing at the chamber of commerce of the principal domicile: the RUES form, the incorporation document, identification of the shareholders and officers, acceptances of office and the pre-RUT. On filing, the registration and filing fees are paid, along with the impuesto de registro, a departmental tax whose taxable event is precisely the registration of acts and documents in the chambers of commerce (art. 226 of Ley 223 de 1995). Its amount depends on the capital and on the departmental rate; the chamber assesses it on filing.

The chamber of commerce is not a mailbox: it checks for name duplication and the conformity of the act with the law, and refrains from registering it where a requirement is missing (art. 6 of Ley 1258 de 2008). If there are objections, it returns the file with comments; correcting and re-filing is normal.

The legal effect of registration is the heart of this step, and it changes with the regime:

Once the procedure is complete, the company is registered and the chamber of commerce issues the certificado de existencia y representación legal, proof of the company's existence, of its clauses and of who represents it (art. 117 of the Código de Comercio). From then on, it will be the company's identity card.

An example. The chamber of commerce returns the filing because the representative's powers refer to a board of directors that the bylaws never created. It is corrected and re-filed. The internal consistency of the document is the first thing to check before filing.

Common mistake. Operating "while the registration comes through": signing contracts or taking advance payments in the name of a company that does not yet exist commits the personal assets of whoever signs.

Resulting document: the matrícula mercantil and the certificado de existencia y representación legal. Before whom: the chamber of commerce of the principal domicile.

Step 5 — The RUT and the NIT before the DIAN (Colombia's tax authority)

The registered company needs a tax identity before it moves a single peso: the RUT, whose code is the NIT.

In practice, the procedure is integrated with the registration: with registration in the commercial registry the company obtains its NIT. Tasks of its own remain: formalizing the definitive RUT, obtaining the electronic signature and —the delicate part— checking that the tax responsibilities flagged correspond to the reality of the business (income tax, VAT where it applies, withholding, third-party data returns), and that the CIIU codes are consistent with the purpose and with what the company will invoice.

Do not overlook the local side: the activity generates industry and commerce tax in the municipality where it is carried on, with its own registration before the municipal tax office —in Bogotá, the RIT—.

An example. A consulting SAS is registered with a VAT responsibility that does not apply to it. No one checks until the DIAN demands "outstanding" returns for a tax that should never have been declared. Correcting the RUT in time is a minor errand; explaining it two years later is not.

Common mistake. Treating the RUT as a formality that "takes care of itself" and never reviewing it again.

Resulting document: the RUT formalized with its NIT. Before whom: the DIAN, in a procedure integrated with the chamber of commerce; and the municipal tax office for industry and commerce.

Step 6 — The books: the register of partners or shareholders, and the minutes

Once incorporated and holding its NIT, the company has to build its legal memory: the books. Since the red-tape reduction reform not all of them are registered, but the ones that are matter more than they appear to.

The minute book records, in chronological order, the minutes of the shareholders' or partners' meeting, signed by the chair and the secretary; in the shareholders' register are entered the share certificates, the transfers, the attachments, the pledges and any other encumbrances (art. 195 of the Código de Comercio). The chambers of commerce today accept books in either physical or electronic form.

The underlying reason to take this seriously: the transfer of registered shares may be arranged by a simple agreement, but it only takes effect as against the company and as against third parties once it is entered in the shareholders' register (art. 406 of the Código de Comercio). For the company, the shareholder is whoever appears in the book.

If you incorporated a single-shareholder SAS, do not consider yourself exempt: the sole shareholder exercises the powers of the shareholders' meeting and must record their decisions in minutes entered in the book (art. 22, parágrafo, of Ley 1258 de 2008). Those minutes will prove your decisions to banks, buyers and authorities.

An example. A shareholder sells their stake by private document and no one records the transfer. Two years later, the company distributes dividends counting the seller, who is still on the register. The buyer cannot exercise their rights as against the company until the entry is put right: the book governs.

Common mistake. Putting the books off "until there is some activity" and discovering the cost in a financing, a sale or an inspection that asks for the corporate history that was never written.

Resulting document: the registers of partners or shareholders and the minute books, duly filed. Before whom: the chamber of commerce.

Step 7 — Bank account, invoicing and the team's social security

The last steps turn the legal person into an operating business. Three fronts, in parallel.

The company's bank account. The business's money must live in the business's accounts: that separation is the daily expression of the legal personality you have just created. Banks generally ask for a recent certificado de existencia, the RUT, the legal representative's documents and information on the shareholding structure and the ultimate beneficial owners; bear in mind as well the Registro Único de Beneficiarios Finales (RUB, the ultimate beneficial owners registry) before the DIAN. The agreed contributions must come into that account: years later, that traceability will prove that the paid-in capital was real.

Invoicing. To sell, the company must get itself authorized as an electronic invoicer with the DIAN and obtain its invoice numbering authorization under the resolutions in force. That is a technical matter for your accountant; what matters legally is not to invoice outside the system.

Social security and the team. If it hires employees, the company must register as an employer, enroll them in health, pension, occupational risks and the family compensation fund, and pay the contributions through PILA (the integrated social security payment system) from the first day of the employment relationship. With independent contractors, checking that they pay their own contributions is part of the company's diligence. And this is the moment to plant a basic culture of compliance —who signs, who pays, what gets documented—, which protects the company and its officers better now than later, in a rush (a criminal compliance program).

An example. While the bank is activating the account, the partners pay rent and payroll from their personal accounts, documenting nothing. Months later the accounts do not add up, the reimbursements give rise to disputes, and the line between personal and corporate assets has been blurred from the outset.

Common mistake. Postponing the first employee's enrollments "until the business gets going": the obligation arises with the employment relationship, and accidents do not wait.

Resulting document: an active account, invoicing authorization and employer enrollments. Before whom: the bank, the DIAN and the social security system.

Step 8 — Newly incorporated: the first year's obligations

Incorporation does not end with the certificate: it leaves obligations in place whose first deadline arrives sooner than one expects.

Renewing the matrícula mercantil. The registration —of the company and of its business establishments— is renewed every year within the first three months (art. 33 of the Código de Comercio; art. 166 of Decreto-Ley 019 de 2012). It is the simplest obligation and the one most often missed through forgetfulness in the first year.

Registering the situation of control, if there is one. It is the obligation that almost no founder knows about, and it applies more often than people think.

Who is a controlling party? There is subordination, among other cases, where more than fifty percent of the capital belongs to the parent, where the parent holds the majority needed to carry decisions, or where it exercises dominant influence (art. 261 of the Código de Comercio, as amended by Ley 222 de 1995). And control is also exercised by natural persons: anyone who incorporates a single-shareholder SAS, or keeps more than half the shares, as a general rule creates a situation of control that must be registered.

The rest of the company's corporate life. From the first financial year onward: the annual ordinary shareholders' meeting, financial statements, renewal, registration of amendments and appointments, accounting records and books kept up to date. That ongoing regime has a guide of its own (commercial law and business companies); here it is enough to put it on the calendar from day one.

Common mistake. Believing that the situation of control is a "holding company" matter: the single-shareholder SAS is the most common case of control by a natural person, and registering it late is a typical finding in any due diligence.

Resulting document: annual renewal; a private document recording the situation of control, filed where applicable. Before whom: the chamber of commerce; supervised by the Superintendencia de Sociedades.

The complete process, in one table

The whole route, with what each step produces and before whom it is carried out:

Contributions: cash, in kind and industry

Capital is not a decorative figure: it is a legal commitment toward the partners and toward third parties. It has three tiers: the authorized (the ceiling of shares the company may issue), the subscribed (what the shareholders undertook to pay) and the paid-in (what actually came in). All three are stated in the incorporation act (art. 5, no. 6, of Ley 1258 de 2008; art. 110, no. 5, of the Código de Comercio), and an increase in capital carried out through a revaluation of assets is of no effect (art. 122).

The payment periods depend on the type: in the anónima at least 50% of the authorized capital is subscribed and at least one third of each share is paid in (art. 376 of the Código de Comercio); in the limitada the capital is paid in full on incorporation, and the partners are jointly and severally liable for the value attributed to contributions in kind (art. 354). The SAS is the most flexible:

Cash. The rule and the cleanest form: it is deposited into the company's account, leaves a trail and is certified in the accounts, on the agreed dates.

In kind. Almost any asset capable of being valued in money may be contributed —equipment, inventory, vehicles, intellectual property—, valued at a specific market price (art. 126 of the Código de Comercio). Two warnings: real property turns the incorporation into an escritura pública (step 3), and the valuation is an act of responsibility, not of optimism: overvaluation harms partners and creditors, and ends up being disputed.

Industry (labor). Personal work may be contributed, with one essential qualification: without a stated value, a contribution of industry does not form part of the corporate capital; it gives a share in the profits and a voice, but it does not pay up shares or quotas (art. 137 of the Código de Comercio). Where a value is stated, the obligation is treated as performed progressively, as the service is rendered (art. 138). In the SAS there is also a modern route: acciones de pago, shares issued as payment for services (art. 10 of Ley 1258 de 2008), subject to the labor-law limits on payment in kind.

And what if a partner does not pay what they subscribed for?

The summary, by type of contribution:

An example. In a transport SAS, one partner contributes a pickup truck "worth thirty million" and another "their first year's work". Well structured, that is a contribution in kind valued with supporting evidence and a valued contribution of industry —or a set of acciones de pago— with clear rules. Badly structured —a figure from memory and a verbal promise—, it is the seed of the first fight among partners.

Common mistake. Inflating the capital "for appearances": the subscribed figure is a debt owed by the partners to the company; if it does not come in, the company can collect it with interest or exclude the defaulter, and as against third parties it compromises the seriousness of those who signed it.

Mistakes that cost dearly

Five mistakes account for most of the problems that later reach a law office. All of them are made at incorporation; all of them are paid for afterward.

1. A badly drafted corporate purpose. In the types incorporated by escritura pública, an indeterminate statement of purpose is of no effect (art. 110, no. 4, of the Código de Comercio) and capacity is confined to the purpose (art. 99). In the SAS the problem is the opposite: a completely empty purpose that makes banks and counterparties uneasy, or one so narrow that every new line of business calls for an amendment. The correct technique is usually the middle one: clear principal activities plus a broad catch-all clause at the end.

2. Unreal paid-in capital. Declaring as paid in what never came in, or letting the SAS's two years lapse without paying up what was subscribed, leaves the company with a claim against its own partners (arts. 124 and 125 of the Código de Comercio; art. 9 of Ley 1258 de 2008). And when the company is used to defraud, the protection yields: the piercing of the corporate veil makes shareholders and officers jointly and severally liable for the fraudulent acts (art. 42 of Ley 1258 de 2008).

3. Template bylaws with no exit rules. The generic model provides no tie-breakers for a 50/50 split, no rights of first refusal, and no call options on withdrawal, death or default. When the conflict arrives, there are no rules, and the clauses that would have resolved it can by then only be introduced unanimously (art. 41 of Ley 1258 de 2008): with the vote of the very person you are in conflict with (disputes between partners).

4. Failing to register the situation of control. The founder who controls their SAS has thirty days to register that situation of control (art. 30 of Ley 222 de 1995). The omission exposes them to fines from the Superintendencia de Sociedades and resurfaces, years later, in any due diligence; it is a simple document, and the cost of leaving it out is out of all proportion.

5. Operating before existing, or mixing personal and company assets. Contracting "while the registration comes through" commits the assets of whoever signs (art. 2 of Ley 1258 de 2008; art. 112 of the Código de Comercio). And once the company exists, paying corporate expenses from personal accounts erodes the separation of assets that justifies the whole effort: the boundary that protects your own assets becomes arguable.

What not to do when incorporating

The short list of practices worth ruling out outright:

• Do not copy bylaws from the internet or from another company: every clause you did not think through is a rule someone else wrote for a different business.
• Do not split 50/50 without a tie-breaking rule: if parity is non-negotiable, agree on deadlock-breaking mechanisms.
• Do not declare as paid in what has not been paid in, and do not assign to contributions in kind values that would not survive an appraisal.
• Do not contribute real property by private document: real property requires an escritura pública and registration (art. 5, par. 2, Ley 1258 de 2008).
• Do not sign contracts in the company's name before it is entered in the commercial registry.
• Do not leave the books "for later": a transfer of shares is only good as against the company once it is entered in the book (art. 406 of the Código de Comercio).
• Do not ignore the situation of control if you, alone or together with your family, control the company (art. 30 of Ley 222 de 1995).

Common myths

Six beliefs that circulate among founders:

• "Incorporating is a one-day formality." The registration can be quick; incorporating properly is a process. Confusing the two is the origin of almost every mistake in this guide.
• "In the SAS there is no need to think about the bylaws, because the law fills every gap." The law fills the gap with generic rules: simple majorities, no restrictions on transfer and no exit rules. Precisely because the SAS lets you agree on almost anything, agreeing on nothing means giving up its greatest advantage.
• "The capital has to be paid in full at incorporation." It depends on the type: true in the limitada (art. 354 C.Co.); in the SAS there are up to two years (art. 9, Ley 1258), and in the anónima the minimums of art. 376 apply.
• "Without a notary, nothing is valid." The SAS is incorporated by a private document with notarized signatures; the escritura pública is compulsory only where there is real property or in the classic types.
• "A broad purpose is always better." Valid in the SAS, not always advisable: financial institutions and counterparties look at the consistency between purpose, CIIU code and invoicing.
• "Once the company is registered, everything is done." Still missing are the definitive RUT, the books, the account, invoicing, social security, the situation of control and the first renewal. Incorporation ends when the business is operating in good order.

Complete incorporation checklist

Before signing:

1. Decide the company type on a reasoned basis (the types of company in Colombia).
2. Agree in writing on the partners, the actual contributions, the percentages and what happens if someone leaves.
3. Define the purpose: principal activities plus a broad catch-all clause, consistent with the CIIU code.
4. Check the name in the RUES and, if the trademark matters, its availability before the SIC.
5. Draft complete bylaws: majorities, notice of meetings, restrictions on transfer, exits, disputes.
6. Define the legal representative, the alternates and the limits on their powers.
7. Structure the contributions: amounts, time limits, appraisals of the assets contributed in kind.

The week of signing and registration:

1. Have the signatures on the private document notarized (or grant an escritura pública, if there is real property or a classic type).
2. Fill in the RUES and pre-RUT forms, and file them at the chamber of commerce of the domicile.
3. Pay the registration fees and the impuesto de registro as assessed.
4. Address any objections and correct them, if there are any.
5. Obtain the certificado de existencia y representación legal with the NIT.

The first thirty days:

1. Formalize the RUT, review the tax responsibilities and CIIU codes, and obtain the electronic signature.
2. File the books and enter the first minutes.
3. Open the bank account and deposit the agreed contributions.
4. Enable electronic invoicing and the municipal industry and commerce registration.
5. Register the situation of control, if applicable (deadline: 30 days).
6. Register as an employer and enroll the team, if you are hiring.

The first year:

1. Renew the registration within the first three months of the following year.
2. Hold the ordinary shareholders' meeting and approve the first financial statements.
3. Keep the minutes and the shareholders' register up to date with every decision and every movement.
4. Review the ongoing obligations with your adviser (commercial law and business companies).

Incorporating well costs less than correcting

A well-incorporated company goes unnoticed: it operates, contracts, invoices and grows without legal friction. The one incorporated in a rush is always noticed, and at the worst moment: when the bank asks for consistency, when a partner wants out, when the chance to sell arrives and the due diligence finds unpaid capital, books never kept and situations of control never registered. Everything this guide describes is settled in a few weeks at the outset; correcting it later costs amendments, penalties and, often, litigation.

At Cafore Abogados we accompany the whole process: the design of the structure and of the bylaws, the incorporation and the registration, and getting the business up and running in good order, from the RUT to the situation of control. If you are about to incorporate a company —or have already done so and want to review what was left pending—, tell us about your case and we will guide you on the steps to take; and if your question is when exactly a corporate lawyer is needed, that question has a guide of its own (when to turn to a corporate lawyer). Write to us or call 313 8411825. Incorporating properly is not a start-up expense: it is an investment in the future of your business.

How to request the counsel of a corporate-law attorney

If, on reading these steps, you conclude that you would rather have support, requesting advice from a corporate lawyer is straightforward, but it pays off more if you arrive with the material ready: what activity you are going to carry on, who the partners are and in what proportions, what contribution each one is bringing in, whether there will be investors later, and whether any of the partners is married or in a unión marital de hecho (a Colombian statutory institution, not common-law marriage), because that affects their assets. With that, the first meeting stops being a general explanation and becomes a concrete decision about your case.

What that lawyer does exactly, when you really need one and how to choose one without getting it wrong is set out in the corporate lawyer guide.

Laws and case law cited

• Arts. 98 and 99 of the Código de Comercio — the company contract and the legal person; capacity confined to the corporate purpose. Source
• Art. 110 of the Código de Comercio — content of the escritura pública of incorporation; an indeterminate purpose is of no effect. Source
• Arts. 111 to 113 and 117 of the Código de Comercio — registration of the escritura pública; unenforceability against third parties without registration; supplementary escrituras; the certificate as proof of existence and of representation. Source
• Arts. 19, 28 (no. 7), 33 and 35 of the Código de Comercio — the merchant's obligations; books subject to registration; annual renewal of the registration; the name-duplication check. Source
• Arts. 122 to 126 of the Código de Comercio — corporate capital; delivery of contributions; remedies in the event of default; contributions in kind at market value. Source
• Arts. 137 to 139 of the Código de Comercio — contributions of industry or labor, with and without a stated value. Source
• Arts. 195 and 406 of the Código de Comercio — minute books and the shareholders' register; a transfer takes effect only once entered in the book. Source
• Arts. 354 and 376 of the Código de Comercio — payment of the capital in full in the limitada and liability for contributions in kind; minimum subscription and payment in the anónima. Source
• Ley 1258 de 2008, arts. 1 to 6 — incorporation of the SAS; legal personality from registration; content of the document; notarization of signatures; escritura pública where real property is contributed; review by the chambers of commerce. Source
• Ley 1258 de 2008, arts. 9, 10, 13 to 15, 22, 24, 40 to 42 — payment of the capital within two years at most; acciones de pago; restrictions on transfer; majorities; shareholders' agreements; arbitration; unanimity for certain clauses; piercing of the corporate veil. Source
• Ley 222 de 1995, arts. 26, 27 and 30 — subordination and presumptions of control (arts. 260 and 261 of the Código de Comercio); registration of the situation of control within thirty days and fines for failing to do so. Source
• Art. 226 of Ley 223 de 1995 — the taxable event for the impuesto de registro. Source
• Arts. 3 and 4 of Ley 1563 de 2012 — the arbitration agreement and the arbitration clause. Source
• Arts. 166 and 175 of Decreto-Ley 019 de 2012 — the RUES and renewal; books subject to registration in the commercial registry. Source
• Art. 555-2 of the Estatuto Tributario — the RUT and the NIT; registration prior to starting economic activity. Source
• Corte Suprema de Justicia, Sala de Casación Civil, SC2818 de 2018 — sociedad de hecho: joint and several unlimited liability (Código de Comercio, arts. 499 and 501). Official text.
• Corte Suprema de Justicia, Sala de Casación Civil, SC2719 de 2022 — elements of the sociedad de hecho (rad. 11001-31-03-020-2018-00266-01). Official text.
• Corte Constitucional, Sentencia C-090 de 2014 — limited liability of the S.A.S. shareholder. Official text.