Corporate structuring and inter-company agreements

Structuring a company or an alliance means translating the real business into rules that can be complied with and, above all, proved. It is not about picking a company type at random or downloading a contract off the internet: it is about deciding, before signing, who contributes what, who decides, how the value is shared and how one exits without destroying what has been built.

Most conflicts between shareholders and between allied companies do not arise from bad faith. They arise from a silence: no one wrote down what would happen if the business grew, if an investor came in, if one party stopped performing or if the relationship simply ended. When that day arrives, each side remembers the conversation in their own favor, and what was a thriving company turns into a long, costly and often avoidable dispute.

This guide walks through the decisions that really bring order to ownership and alliances: the choice of vehicle —almost always a SAS (Colombia's simplified stock corporation)—, alliances given form through shareholders' agreements, the classes and series of shares, the restrictions on selling one's interest, the majorities that head off deadlock, and limited liability with its counterweight. It grounds each point in the rule that supports it and, where it helps, in the doctrine of the Superintendencia de Sociedades (the corporate supervisor, which in Colombia also sits as a court).

The starting point

What it means to structure a company or an alliance

Structuring a company or an agreement between businesses means turning the real business into legal rules that can be complied with and proved. It is not enough to choose a company type or to adapt someone else's contract: you have to understand how the money is made, who takes on the risk, which assets really matter and which decisions can block the operation.

The aim is that the commercial relationship should not depend on trust, on scattered emails or on half-finished conversations. A well-made structure should allow four things: to operate normally, to grow when the opportunity comes, to resolve disagreements without paralysis and, if need be, to end the relationship at a controlled cost. Those four functions are the acid test of any corporate design.

It is worth distinguishing the two broad routes for joining forces. The corporate route creates a new legal person with shared assets, governance and continuity: it makes sense when there will be a long-term joint operation. The contractual route —an alliance, a collaboration contract or a joint venture given form by contract— joins two companies that remain independent but agree on rules for contributions, clients, payments and liability. You do not always have to create a company in order to work with another business; sometimes a good contract is enough. The table below helps decide which one fits.

What cannot be left as a verbal understanding

Decisions that must be put in writing

There is a set of decisions that, if left as verbal understandings, almost always end in conflict. Not out of bad faith, but because memory is selective and, when money is involved, each side remembers what suits it best. It is worth mapping five fronts and, for each one, the questions it must answer and the document where the answer usually ends up.

Ley 1258 de 2008 gives precise tools for each front, and the point is to use them. For ownership, article 10 allows creating classes and series of shares that reflect who puts in money and who puts in work. For control, articles 22 and 26 allow designing majorities and limits on the powers of the legal representative. For exit, articles 13 and 24 allow restrictions on transfer and shareholders' agreements with purchase options and valuation formulas. A design that makes use of these pieces turns each front of conflict into a rule that can be applied on the difficult day.

The pieces of the puzzle

Agreements that growing companies usually need

As a company grows, relationships appear that a single document cannot cover. Bringing order to ownership and alliances usually calls for a combination of instruments, each with a different purpose. It is worth knowing them so as not to ask one contract to do another's job.

These instruments do not compete with one another: they combine. A serious alliance may begin with a confidentiality agreement, continue with a collaboration contract and, if the project matures, end in a joint company with its own shareholders' agreement. What matters is that they all say the same thing and respect the same hierarchy, so that the company is not left with two clocks showing different times —a risk the Superintendencia de Sociedades has warned about and that we address further on—.

The contract that actually works

How we avoid contracts that look good but are useless

A useful document is not the one that describes the agreement in times of peace, but the one that says what happens when something changes: if someone fails to perform, if the business grows, if an investor comes in, if one party wants out, if a strategic client appears, if shared intellectual property is used or if cash flow falls short. A contract that only portrays the day of signing usually fails on the day of the disagreement, which is exactly when it is needed.

That is why it is worth reviewing the scenarios of tension before drafting. The structure must anticipate the evidence —how each party proves that it performed—, the consequences of breach, the deadlines, the persons responsible and the decision mechanism for when the parties cannot agree. Designing those rules dispassionately, while there is still good faith, is far easier and cheaper than negotiating them when someone already has one foot out the door. The practical rule is simple: if an agreement creates value, it must also say how that value is protected, how it is shared and how it is preserved if the relationship ends. A contract that only shares out the profits in the good scenario leaves unresolved the one thing that really generates lawsuits: the bad scenario.

There is a nuance the law reinforces and that is worth keeping in mind: however broad the freedom to design the company or the alliance, no clause may be used to defraud third parties or to abuse a dominant position within the business. Articles 42 and 43 of Ley 1258 de 2008 allow the Superintendencia de Sociedades to penalize fraud and abuse of the right to vote. A good contract, then, is not only one that protects its signatories, but one that can stand up before a third party —a bank, an investor, an authority— without raising suspicion about control or ownership.

To start in good order

Documents to begin structuring

Good structuring begins by understanding the business through documents, not through assumptions. Before drafting bylaws or contracts, it is worth gathering the information that makes the real operation visible: where the money comes from, which assets matter, who controls what and where the company wants to go. This is the basis your lawyer needs in order to design rules that work.

• A description of the business, the revenue flow, clients, assets and main risks.
• Certificates of existence, bylaws, minutes, agreements in force and the cap table (the table of share ownership).
• Draft contracts, commercial proposals, negotiation emails and technical annexes.
• Information on contributions, roles, investment, intellectual property, brand, data and employees.
• Debts, guarantees, permits, tax obligations and prior commitments.
• Exit objective: to grow, to sell, to take in investment, to formalize an alliance or to resolve a deadlock.

There is a planning point worth settling from the outset: the SAS must identify its beneficial owners before the DIAN (Colombia's tax authority) in the Registro Único de Beneficiarios (RUB), that is, the natural persons who actually control the company. Having that information clear from the structuring stage keeps the reality of control from diverging from what the bylaws say, a discrepancy that tends to appear at the worst moment: during a due diligence or a sale.

Who decides, and how far

Corporate governance and the authorization matrix

A company can have good bylaws and still operate in a risky way if no one knows which decisions require authorization. The authorization matrix fills that gap: it defines who can contract, borrow, sell assets, open accounts, take on guarantees or sign sensitive agreements, and from what amount each decision stops being routine and needs the shareholders' approval.

This protects shareholders, officers and third parties alike. If the legal representative has clear limits and the company keeps minutes and supporting records, a future argument is settled with documents and not with memories; if everything is handled on trust, the conflict becomes personal and, above all, a matter of evidence. Ley 1258 de 2008 makes this design easier in its article 26, which allows the bylaws to set the powers and the limits of the legal representative —for example, that they may bind the company up to a certain amount and that above it prior authorization from the shareholders' meeting, recorded in the minutes, is required—.

Corporate governance is not only a matter for large companies. A SAS with 50/50 shareholders, a family business or an alliance of two companies may need decision rules more urgently than a large company with mature processes, because it lacks the counterweights that size and history provide. Here a classic risk of family companies appears: when the person who manages uses their position to favor themselves and squeeze the minority shareholder, the conflict stops being a commercial one and becomes one about the officer's duties. The Superintendencia de Sociedades has dealt with that scenario in depth.

Knowing who you are signing with

Counterparty due diligence and guarantees

Before signing an alliance, a supply agreement, a distribution agreement or a joint company, it is worth reviewing the counterparty with the same care with which a contract is reviewed. That review —the due diligence— answers a simple but decisive question: who am I really going into business with, and can they deliver what they promise?

• Existence and representation: that the company exists, is in good standing and that whoever signs has sufficient powers.
• Experience, litigation and compliance: background, ongoing proceedings and compliance with obligations.
• Financial capacity and ownership of assets: that it can answer for its obligations and that it owns what it contributes.
• Permits and contractual restrictions: the licenses required and prior commitments that limit the business.

The other half of the work is defining the guarantees. Not every breach is resolved with a penalty clause, and relying on it as the only protection is usually a mistake. Depending on the risk, the parties can agree on collateral or personal guarantees, retentions, milestone payments, escrow (a deposit held as security by a third party), insurance, conditions precedent, audits or a right of early termination. As a rule, an agreement between companies must answer five questions before it is signed: how one comes in, how decisions are made, how performance is proved, how breach is remedied and how one exits. If any of them is left unanswered, that is the point at which the agreement will fail.

It is worth closing with a planning warning that affects the SAS companies that dream of growing into the securities market: the shares of a SAS may not be listed in the Registro Nacional de Valores (the national securities registry) or traded on the stock exchange. Article 4 of Ley 1258 de 2008 prohibits it, and the Corte Constitucional (Colombia's Constitutional Court) confirmed that prohibition when it struck down as unconstitutional, in Sentencia C-038 de 2025, the provision that sought to allow it. If the plan for the future includes raising investment on the stock exchange, it is worth assessing a different corporate structure now and providing for it.

Before signing, check them off

Questions that should be settled before signing

Use this list as a quick check before incorporating the company, signing the shareholders' agreement or closing the alliance. Check off each point as you settle it with your lawyer; whatever is left unchecked is what should be defined before the first serious argument.

• The right vehicle: does the relationship need a new company, or is a collaboration contract or a contractual joint venture enough?
• Who can bind the company: who approves debt, large contracts or the sale of assets, and up to what amount without prior authorization (art. 26)?
• Classes of shares: is it worth creating shares with a preferential dividend or multiple-voting shares in order to settle who puts in the money and who keeps control (art. 10)?
• Entry of third parties: is there a right of first refusal and are there restrictions on the transfer of shares to control who comes in (art. 13)?
• Majorities and deadlock: which decisions require a special majority, and what mechanism resolves a tie or the absence of a shareholder (art. 22)?
• Orderly exit: how is the stake of someone who withdraws, dies or fails to perform valued, and how is it paid?
• Consistency of documents: does the shareholders' agreement respect the majorities and the rules of the bylaws (art. 24)?
• Key assets: are the brand, the software, the data and the clients in the company's name, and not in an individual's?

There is one point on this list that deserves a separate explanation, because it is where the structure breaks down most quietly: the consistency between the bylaws and shareholders' agreement. It is tempting to settle outside, in an agreement among some of the shareholders, what no one wanted to discuss in the bylaws; but the two instruments do not have the same rank. On this point, the Superintendencia de Sociedades has been particularly clear.

Further reading

Related reading and services

If you would like to go deeper before structuring your company or formalizing an alliance, these readings and services can help you make better decisions:

• Corporate Lawyer, to design bylaws, shareholders' agreements and corporate governance rules tailored to the business.
• Corporate law: an essential guide for companies and entrepreneurs, to understand the full picture before deciding.
• Commercial law and business entities in Colombia, to place the SAS and alliances within the general framework.

So you can check it yourself

Sources and legislation cited

• Law 1258 of 2008 — sociedad por acciones simplificada (official text, Función Pública): arts. 1, 2, 4, 5, 9, 10, 13, 20, 22, 24, 26, 42 and 43.
• Superintendencia de Sociedades, Oficio 220-099807 of May 16, 2023 — SAS: a shareholders' agreement cannot disregard the voting-majority rules or the rules of the bylaws (general opinion, art. 28 of the CPACA).
• Superintendencia de Sociedades, Sentencia n.° 800-52 of June 9, 2016 — duties of company officers (art. 23, Ley 222 de 1995) and protection of the minority shareholder in the family company.
• Corte Constitucional, Sentencia C-090 de 2014 — limited liability of the shareholder and piercing of the corporate veil.
• Corte Constitucional (Colombia's Constitutional Court), Sentencia C-038 de 2025 — SAS companies do not trade their shares on the stock exchange (art. 4).
• Superintendencia de Sociedades — Cien preguntas y respuestas sobre la SAS (one hundred questions and answers on the SAS).

Content prepared by Cafore Abogados for general guidance in Colombia. The specific strategy depends on the documents, the city of registration, the partners, the business activity and the decisions still pending. Last editorial review: June 2026.