This page is for foreign companies and individuals who want to operate in Colombia. It covers two routes, forming a Colombian simplified stock corporation (SAS) or opening a branch of the foreign company, and explains what Colombian law requires for each, how the investment is registered with the Banco de la República, and how foreign documents are handled.
Colombian statutes and decrees have no official English version. Provisions are quoted in Spanish from the official text; the bracketed English is an unofficial translation.
A Colombian SAS or a branch of the foreign company
Under Article 469 of the Commercial Code, foreign companies are those incorporated under the law of another country with their principal domicile abroad. Article 471 provides: «Para que una sociedad extranjera pueda emprender negocios permanentes en Colombia, establecerá una sucursal con domicilio en el territorio nacional» [For a foreign company to undertake permanent business in Colombia, it shall establish a branch domiciled in the national territory].
Article 474 lists the activities that count as permanent: opening commercial establishments or business offices in Colombia, even if only technical or advisory; acting as a contractor in the execution of works or the provision of services; taking part in any way in activities aimed at managing, using or investing funds from private savings; engaging in the extractive industry; obtaining a concession from the Colombian State, having one assigned or taking part in its exploitation; and the functioning of its shareholders’ meetings, boards of directors or management in Colombia. Under Article 477, non-resident foreign individuals who intend to carry on permanent business in Colombia «constituirán un apoderado, que cumplirá las normas de este Título, en cuanto fueren compatibles con la naturaleza de una empresa individual» [shall appoint an attorney-in-fact, who shall comply with the rules of this Title insofar as they are compatible with the nature of an individual enterprise].
The other route covered here is a Colombian simplified stock corporation (sociedad por acciones simplificada, SAS), formed under Colombian law, which once registered in the Commercial Registry is a legal person separate from its shareholders (Law 1258 of 2008, Article 2).
The SAS: shareholders and limited liability
Under Article 1 of Law 1258, an SAS may be formed by one or more natural or legal persons, «quienes sólo serán responsables hasta el monto de sus respectivos aportes» [who shall be liable only up to the amount of their respective contributions]. Except as provided in Article 42, shareholders are not liable for the company’s labour, tax or other obligations.
Under Article 42, if the SAS is used in fraud of the law or to the detriment of third parties, the shareholders and directors who carried out, took part in or facilitated the fraudulent acts are jointly and severally liable for the resulting obligations and damages.
Forming the SAS: private document and commercial registry
Under Article 5 of Law 1258, the SAS is created «mediante contrato o acto unilateral que conste en documento privado, inscrito en el Registro Mercantil de la Cámara de Comercio del lugar en que la sociedad establezca su domicilio principal» [by contract or unilateral act recorded in a private document, registered in the Commercial Registry of the Chamber of Commerce of the place of its principal domicile].
The document states at least the shareholders’ names, identity documents and domiciles; the company name followed by «sociedad por acciones simplificada» or S.A.S.; the principal domicile and that of branches set up in the same act; the duration, if not indefinite; the main activities, unless it states that any lawful commercial or civil activity may be carried out; the authorized, subscribed and paid-in capital and the shares’ class, number, par value and payment terms; and the form of administration and the directors’ names, identity documents and powers. «En todo caso, deberá designarse cuando menos un representante legal» [In any case, at least one legal representative must be appointed].
Paragraph 1 of Article 5 requires those who sign the document to authenticate it before registration, and «Dicha autenticación podrá hacerse directamente o a través de apoderado» [Such authentication may be done directly or through an attorney-in-fact]. Under paragraph 2, if contributed assets require a public deed for their transfer, the company must be formed the same way. The chamber of commerce refuses registration if a requirement of Article 5 or of the law is missing (Article 6). Under Article 26, the legal representative may be a natural or legal person, appointed as the bylaws provide.
Opening a branch: Commercial Code, Articles 471 to 497
Article 471(1) requires the foreign company to record with a notary in its chosen Colombian domicile authentic copies of its founding document, its bylaws, the resolution or act approving its establishment in Colombia, and the documents evidencing its existence and its representatives’ authority. Protocolization means incorporating documents into the notary’s protocol by public deed (Decree 960 of 1970, Article 56).
Under Article 472, the resolution must state the business to be carried on, with a clear and specific purpose; the capital assigned to the branch and any from other sources; the domicile; the term of its business in Colombia and the grounds for ending it; the appointment of a general agent (mandatario general) with one or more alternates, who represents the company in and out of court for all legal purposes; and a statutory auditor (revisor fiscal), «quien será persona natural con residencia permanente en Colombia» [who shall be a natural person with permanent residence in Colombia]. Under Article 473, if the company’s purpose is to exploit, direct or administer a public service or an activity declared by the State to be of interest for national security, the agent and alternates must be Colombian citizens.
The company registers with the chamber of commerce bylaw amendments and the appointment or removal of its representatives (Article 484); its existence and its representatives’ authority are proven by the chamber’s certificate (Article 486); and it keeps its Colombian accounts in registered books «en idioma español» [in Spanish] (Article 488). Under Article 482, those who act for foreign persons without complying with these rules «responderán solidariamente con dichas personas de las obligaciones que contraigan en Colombia» [shall be jointly and severally liable with those persons for the obligations they incur in Colombia].
Foreign direct investment and the Banco de la República
Decree 1068 of 2015 sets the principle of equal treatment in Article 2.17.2.2.1.1: «La inversión de capitales del exterior en Colombia será tratada para todos los efectos, de igual forma que la inversión de residentes» [Investment of foreign capital in Colombia shall be treated for all purposes in the same way as investment by residents], without prejudice to special regimes.
Under Article 2.17.2.2.1.2, direct investment includes participations, «en cualquier proporción» [in any proportion], in the capital of a company resident in Colombia, provided they are not registered in the National Registry of Securities and Issuers (RNVE) or in a foreign securities quotation system, and in a branch’s assigned capital and supplementary investments, when acquired by a non-resident through a lawful act, contract or transaction. Loans and transactions involving indebtedness are not foreign investment (paragraph 1).
Article 2.17.2.5.1.1, as amended by Decree 1044 of 2026, requires foreign investors to register their investments under the procedure the Banco de la República sets. Investors or their attorneys «deberán presentar al Banco de la República, en cualquier momento, directamente o por conducto de las entidades que éste determine, una declaración de registro» [shall submit to the Banco de la República, at any time, directly or through the entities it determines, a registration declaration] of initial or additional investments, changes and cancellations; the recipient company may also file it. For investments in foreign currency, the exchange declaration for channelling them through the exchange market serves as the registration declaration.
Once the investment is made and the declaration filed, Article 2.17.2.2.3.1 grants exchange rights: to reinvest or retain profits; to capitalize amounts with the right of remittance; and to remit abroad, in freely convertible currency, verified net profits based on year-end balance sheets and the proceeds of selling the investment, liquidating the company or reducing its capital. These rights are without prejudice to the powers of the Banco de la República’s Board of Directors.
Documents signed abroad
For a branch, Article 480 of the Commercial Code provides that «Los documentos otorgados en el exterior se autenticarán por los funcionarios competentes para ello en el respectivo país» [Documents executed abroad shall be authenticated by the officials competent to do so in the respective country], with those officials’ signature in turn authenticated by the Colombian consul or, failing one, a friendly nation’s, without prejudice to international conventions on powers of attorney; the consuls state that the company exists and carries on its purpose under that country’s laws.
Under Article 497, the rules on foreign companies apply without prejudice to international treaties or conventions. The status table of the Hague Apostille Convention of 5 October 1961, published by the Hague Conference on Private International Law (HCCH) and updated on 30 June 2026, shows the Convention in force for Colombia since 30 January 2001. It applies to public documents executed in one Contracting State that must be produced in another, including notarial documents and official certificates placed on private documents, such as signature authentications; it does not apply to documents issued by diplomatic or consular agents or to administrative documents dealing directly with commercial or customs operations (Article 1).
Each Contracting State exempts those documents from legalisation (Article 2). Under Article 3, the only formality that may be required to certify the authenticity of the signature, the capacity in which the signatory acted and, where appropriate, the identity of the seal or stamp is «la fijación de la Apostilla» [the addition of the Apostille], issued by the competent authority of the State from which the document emanates. If the country of origin is not a party to the Convention, the consular authentication of Article 480 applies.
Under Article 16 of Decree 960 of 1970, «Los instrumentos notariales se redactarán en idioma castellano» [Notarial instruments shall be drawn up in Spanish], and grantors who do not know Spanish well enough are assisted by an interpreter who signs with them. Article 251 of the General Code of Procedure, on apostille and translation, governs foreign documents filed as evidence in court. For powers signed abroad, see our page on power of attorney for Colombia.
How ADALET LEGAL works on your company formation
We first review your planned activity in Colombia, whether it is permanent under Article 474, and the documents you already have. We then explain which route the law allows, list the documents and whether each one needs an apostille or consular authentication, draft the incorporation document or branch resolution in Spanish and the powers of attorney, and explain the investment registration. We make no promises about results or timeframes, and we report on each step.
Frequently asked questions
Can a foreigner be the sole shareholder of a company in Colombia?
An SAS may be formed by one or more natural or legal persons (Law 1258, Article 1). Decree 1068 of 2015 treats a non-resident’s participation, in any proportion, in the capital of a company resident in Colombia as direct investment, provided it is not registered in the RNVE or a foreign securities quotation system (Article 2.17.2.2.1.2).
Does a foreign company need a branch to do business in Colombia?
If the foreign company itself undertakes permanent business in Colombia, yes (Commercial Code, Article 471). Article 474 lists the activities that count as permanent.
Who can be the legal representative of a Colombian SAS?
A natural or legal person appointed as the bylaws provide (Law 1258, Article 26); at least one is required (Article 5).
Do I have to register my foreign investment in Colombia?
Yes, under the Banco de la República’s procedure (Decree 1068 of 2015, Article 2.17.2.5.1.1, as amended by Decree 1044 of 2026).
Can I send profits from my Colombian company abroad?
Once the investment is made and registered, Decree 1068 of 2015 allows remitting verified net profits in freely convertible currency, based on year-end balance sheets (Article 2.17.2.2.3.1).
How much does it cost to set up a company in Colombia?
It depends on the route and the documents involved. Our fees are agreed in writing before we begin.
Contact us
Tell us by WhatsApp what your company plans to do in Colombia and where it is incorporated. We will tell you which documents we need to review first.
Related pages
Commercial law attorneys in Colombia · Power of attorney for Colombia · Colombian lawyer for clients abroad · Trademark registration in Colombia · Contratos entre socios o inversionistas en Colombia