Company formation and corporate lawyers in Colombia.

The choice depends on the number of partners, the capital, the level of operational formality, and the type of activity. The Simplified Stock Company (S.A.S.), governed by Law 1258 of 2008, is today the most widely used corporate form in Colombia because it allows a single shareholder, permits drafting the bylaws freely, does not require a statutory auditor below certain thresholds, and is incorporated through a private document. The Limited Liability Company (Ltda.) and the Corporation (S.A.), both governed by the Commercial Code, remain useful in specific scenarios: the Ltda. when one wishes to limit the number of partners and maintain a certain rigidity regarding the entry of third parties, and the S.A. when a stock-exchange listing or more complex governance structures are anticipated. Before incorporating your company it is advisable to review the business model, the revenue projections, and the applicable tax regime.

Costs vary according to the city, the subscribed capital, and professional fees, but they can be grouped into three items: (i) registration fees before the Chamber of Commerce, calculated on the subscribed capital in accordance with the annual rates set by the Government; (ii) the departmental registration tax, generally equivalent to 0.7% of the subscribed capital; and (iii) the commercial registration based on the declared assets. To this are added, where applicable, notarial costs (if the company is incorporated by public deed instead of a private document) and the fees of the attorney who drafts the bylaws. We recommend requesting a prior estimate from the Chamber of Commerce in your jurisdiction before budgeting the operation.

Once incorporated, the company must register in the Single Tax Registry (RUT) with the DIAN and comply with the obligations corresponding to its activity and size: filing and payment of income tax, VAT when it provides services or sells taxable goods, withholding at source when it acts as a withholding agent, and the industry and commerce tax (ICA) in each municipality where it carries out economic activity. In addition, it must submit annual third-party information (información exógena) to the DIAN if it exceeds the thresholds established by resolution, and report to the Single Registry of Beneficial Owners (RUB). Failure to comply with these obligations gives rise to penalties that may affect the company's assets and, in certain cases, the personal liability of the directors.

Yes. The S.A.S., by virtue of Article 1 of Law 1258 of 2008, expressly allows incorporation by a single person, whether natural or legal. It is the only corporate form in Colombian law that broadly permits sole ownership. This possibility is useful for independent professionals, early-stage entrepreneurs, or investors who wish to separate their personal assets from the risk of the economic activity. Bear in mind that, even with a single shareholder, the company remains a separate legal person and must comply with all formal obligations: accounting, registrations, meetings (even if held by a single person), and tax reporting.

It depends on the corporate type and on what is agreed in the bylaws. In the S.A.S., shareholders may freely transfer their shares unless the bylaws establish restrictions (rights of first refusal, prior authorizations, lock-up periods). If the partner wishes to withdraw voluntarily, the usual route is the sale of their shares to the other shareholders or to a third party, formalized through an assignment agreement and recorded in the shareholder ledger. If it is a forced withdrawal due to breach of obligations or harmful conduct, the bylaws may provide grounds for exclusion, but their application normally requires a shareholders' meeting decision and, in the event of a dispute, judicial or arbitral intervention. When the disagreement is deep, the usual route is partial liquidation by agreement or, as a last resort, the dissolution of the company.

Dissolution is the decision to put an end to the company as a legal person. The grounds are set out in Article 218 of the Commercial Code and, for the S.A.S., in Law 1258 of 2008. The most common are: expiration of the term of duration (when it is not extended), impossibility of carrying out the corporate purpose, decision of the partners, reduction of the number of shareholders below the minimum (in companies other than the S.A.S.), and losses that reduce net equity below 50% of the subscribed capital. Once dissolution is decided, the company enters the liquidation stage: a liquidator is appointed, the assets are realized, the liabilities are paid, and, if a surplus remains, it is distributed among the partners. The liquidation concludes with the registration of the final account at the Chamber of Commerce. It is advisable to seek advice from the outset of the process in order to avoid tax and labor contingencies.

A shareholders' agreement (or shareholders' pact) is a private contract among partners that governs matters not contained in the bylaws: dividend policy, reinforced majorities, exit rights (tag along, drag along), non-competition, mechanisms for resolving internal disputes, and succession plans. It is expressly recognized by Article 24 of Law 1258 of 2008 for S.A.S. companies. It is especially useful when investors come in, when there are partners with different operational responsibilities, in family businesses with several generations involved, or when one wishes to protect a minority partner. Without a clear agreement, conflicts often escalate into lengthy court proceedings. We recommend agreeing on it at the time of incorporation or upon the entry of new investors.

Yes. Every commercial company must register in the Single Business and Social Registry (RUES), administered by the chambers of commerce. This registry consolidates the information from the commercial registry, the bidders' registry, the registry of nonprofit entities, and others, in accordance with Law 1727 of 2014. The company must also renew its commercial registration annually between January and March 31, update the data when there are changes (legal representative, domicile, capital, purpose, bylaws), and register the acts subject to registration (bylaw amendments, appointments, commercial books where applicable). Failure to register gives rise to fines and, in some cases, the suspension of the capacity to contract with the State or to access benefits.

Our corporate counsel covers the full cycle of incorporation and company life. At Cafore Abogados we support the selection of the most suitable legal structure —SAS,

Conflicts between partners often arise from incomplete bylaw clauses or the absence of a shareholder agreement. At Cafore Abogados we draft and negotiate agreements.

For companies in operation, at Cafore Abogados we offer ongoing support to partners, boards of directors, and legal representatives: bylaw reforms, capital increases and decreases,

Both family businesses and startups require corporate tools different from traditional business. For family businesses we design family protocols,

Cafore Abogados is a boutique firm with a preventive, strategic approach that avoids the reactive-litigation model. We work with four lawyers —Dr. Fabio Castro Forero (managing director), Valeria Canosa, Pablo Saavedra, and Catalina Estrada—, all holding a Professional Card issued by the Consejo Superior de la Judicatura — DEAJ. Our offering combines boutique closeness with large-firm methodology: each client has a lawyer in charge backed by a team. We are based at the Edificio Excélsior in Bogotá and maintain a 5-star Google rating from our clients' reviews. Our commitment is to deliver innovative legal solutions tailored to each client's needs.