April 14, 2025
Incorporating a company in Colombia represents a transcendental decision for companies wishing to expand in our country or for entrepreneurs who aspire to excellence and progress in business.
Thanks to its robust and expanding economy, a dynamic market, and the availability of exceptional human talent, Colombia is positioned as a promising scenario for the development of new businesses. However, the road to business formalization can be complex, and is traversed by legal issues or procedures and tax obligations that require meticulous attention and specialized knowledge.
Having a law firm specialized in this area is ideal to ensure that the process is carried out in the best way, ensuring compliance with all regulations and standards. At Affirma Law we offer specialized services in Company Incorporation in Colombia. We can advise you on the detailed steps to register your business as a legal entity and guarantee that it is operating legally from day one. Don't risk your investment and business future! Request our services and create a solid foundation for the success of your business.
Through this article, you will be able to know in detail the steps to create a company in Colombia, or request our legal services that will allow you to incorporate properly in our country.
Article 10 of the Colombian Code of Commerce determines that:
Merchants are those persons who professionally engage in any of the activities that the law considers mercantile. The quality of merchant is acquired, even if the mercantile activity is exercised through a proxy, intermediary or interposed person.
Continuing with this, the code establishes a presumption on the quality of merchant. Thus, persons who are registered in the commercial registry, have an open commercial establishment and advertise themselves to the public as merchants will be considered merchants (Article 13 of the Commercial Code).
This definition is important because it allows determining who must fulfill the subsequent obligations that the code establishes for all those who have the status of merchants.
Being a trader involves constant interaction with society and consumers, so it is especially important to comply and abide by the regulations. It is also important to keep in mind that these obligations not only benefit the consumer or the State, but can also be beneficial to the merchant itself.
The obligations of traders in Colombia, according to Article 19 of the Code of Commerce, are as follows
We recommend that merchants comply with the obligations established by law to ensure a transparent and fair business relationship with their customers. Failure to comply with these obligations may result in significant legal consequences and financial penalties.
The verification of the availability of the name or trademark of a company is recommended as a first step to create a company in Colombia. This search allows knowing if there are other companies with the same name or acronym, and it is advisable to do it before the creation of any company.
The consultation or control of homonymy must be done to avoid any trademark conflict between the name to be registered and those currently registered before the Superintendence of Industry and Commerce.
In Colombia, there are several types of companies that can be chosen by entrepreneurs to formalize their business. It is important to keep in mind that each type of company has its own characteristics and benefits. Therefore, it is essential to choose the most appropriate one for each business.
For example, a public limited company may be a good option for large companies seeking to obtain financing through the sale of shares in the public market. On the other hand, the simplified corporation is an alternative that offers advantages such as simplification in its creation and administration.
In conclusion, as lawyers specializing in commercial law, we recommend that entrepreneurs carefully evaluate the available options before choosing the type of company that best suits their specific needs. In this way they will be able to take full advantage of the legal and financial advantages offered by each type of company and thus ensure the success and sustainable growth of their business.
The Articles of Incorporation are the document that determines the rules of operation of a company. Depending on the type of company, a company's bylaws must be executed by private document or by public deed.
The bylaws of a company must include information such as the names of the partners, shares and percentages, the duration of the company, its domicile, the capital stock, among other relevant data.
The registration process with the respective Chamber of Commerce will be essential to formalize your company and comply with the necessary legal obligations.
Among the documents that must be provided for the timely registration before the Chamber of Commerce are the articles of incorporation, bylaws of the company, identification documents of the partners and legal representatives, acceptance of positions, among others.
The RUT is administered by the DIAN and is the mechanism through which the subjects of obligations administered by the DIAN are identified, located and classified. Once the RUT registration has been completed, the interested party must apply for the NIT of its company.
The Tax Identification Number (NIT), on the other hand, is the number used to identify taxpayers in the different tax, exchange and customs matters to which they are obliged.
According to Decree 019 of 2012, the books that must be registered are the registry books of partners or shareholders and the minutes of assembly and meetings of partners. In the case of non-profit entities, the books that must be registered are the books of the associates, minutes of the highest corporate body and those others for which the law establishes this formality.
In Colombia, all taxpayers who are obliged to issue electronic invoices must request a resolution from the DIAN to authorize the numbering range to be used in their invoices. This process is essential to guarantee the legal validity of the invoices issued and to avoid possible penalties or fines.
The obligation to invoice electronically is a tax obligation that must be complied with by the parties required by law to invoice.
The following persons must invoice electronically:
The opening of a bank account for the newly incorporated company will be essential for the management of the company's commercial and financial operations. It will allow managing transactions and control operations.
For the process of opening a corporate bank account, it will require the collection of certain documents, such as the certificate of existence and legal representation, the initial balance sheets, the company's shareholder composition, the RUT, among others.
As a recommendation, it will be important to determine the bank where the account will be opened, taking into account the benefits they offer, such as the opening amount and the uses of the credit.
Initiating the process of incorporating a company in Colombia involves much more than a mere legal procedure; it represents a serious commitment to comply with a complex legal and regulatory framework. The intervention of specialists in Corporate Law, in this context, is a strategic necessity.
Collaboration with a law firm specialized in incorporation ensures that each phase of the process is meticulously adjusted to the legal regulations in force. This expert support is indispensable to unravel the subtleties of the law, ensuring a solid and legally compliant foundation for your company.
At Affirma Law we are dedicated to providing specialized legal advisory services in corporate and corporate law with an approach that combines legal rigor and a strategic vision. Our goal is to ensure that your company's legal structure is not only fully compliant with Colombian law, but also optimized for long-term success and growth. By choosing us, you are assured of a committed and expert partner, ready to turn your business vision into a concrete and successful reality, all within the Colombian legal framework.
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