Starting a Business in Colombia: Registering Your Business
The following is intended to complement our video tutorial “Starting a Business in Colombia 101: Registering Your Business.” Anyone planning to start a business in Colombia should review all the videos and articles in this series prior to starting this process.
If you have been following prior articles in this series, you should now have a pretty solid understanding of what to consider and do prior to actually registering a local business entity. If you are starting this series for the first time, we encourage you to review our prior articles in this series before you proceed:
- Starting a Business in Colombia 101: Preliminary Considerations (Part 1)
- Starting a Business in Colombia 101: Preliminary Considerations (Part 2)
- Starting a Business in Colombia 101: Pre-Registration Checklist
We will now turn to the actual mechanics of registering a local S.A.S. entity which is, by far, the most popular legal form to operate a local business.
Below is a non-exhaustive list of public/private entities that will have a role to play in the company registration process in Colombia:
- Notaries: Anyone who travels to Colombia for any length of time will eventually visit a local notary. Unlike in the United States where pretty much anyone can be licensed as a notary, notaries in Colombia are private brick and mortar administrative monopolies managed by quasi-government officials. All your company registration documents will need to be signed at a local notary so that the notary officials can certify the identity of all signatories. Note that, while rare, it is possible that a local notary will require that you bring an official translator in order to sign your documentation.
- Chamber of Commerce: Unlike other jurisdictions, business entities in Colombia are registered with a local Chamber of Commerce. It is the equivalent of the various Secretaries of State in the US OR the Companies House in the UK. All initial registration documentation will need to be filed with the Chamber of Commerce where your business is located.
- DIAN: The DIAN (or the “Dirección de Impuestos y Aduanas Nacionales”) is Colombia’s tax authority. New companies will need to interact extensively with the DIAN. This includes:
- requesting a new tax ID (the so-called “NIT”);
- requesting an initial set of enumerated invoices for your business; AND
- requesting confidential codes and passwords in order report information directly to the DIAN.
- Industria y Comercio: All businesses are required to be registered with the local municipal tax authority, or “industria y comercio.”
- Commercial Bank: All business entities are required to have a local business bank account. Your local legal service provider will proceed with opening a new account once the company registration process is complete.
In terms of options, there are a variety of banks to choose from including: Bancolombia, Banco de Bogotá, and BBVA. The bottom line here is that Colombian banks are pretty terrible but when push comes to shove most foreign investors choose Bancolombia as the best of the worst.
- Brokerage Company: Many foreign investors choose to register a local brokerage account for their businesses for any number of financial reasons. It is also a great way to ensure that their business has a way to receive foreign transfers if something happens to their business bank account.
- Banco de la República: This is the central or national bank of Colombia. It will be relevant to your business because you will need to register your transfers into Colombia in order to capitalize your business correctly. We will delve deeper into this process in a separate publication. For now, you should know that you need to transfer funds into your local business account in a very specific way. If it is not done correctly this could have significant implications for your company accounting and could subject your company to fines.
The following is a general, step-by-step summary of how most companies are registered in Colombia. Keep in mind that you may need to deviate from the steps below, sometimes drastically, depending on your own business situation:
- Step 1: Sign Documentation: Once your local attorney has drafted all relevant legal documentation you will need to sign that documentation at either a local notary or at a foreign consulate.
- Step 2: Send Documentation if Abroad: If you sign legal documentation outside of Colombia, you will need to send originals to your local legal service provider in Colombia.
- Step 3: Docs are Submitted to Chamber of Commerce: Once you execute key legal documentation it will be submitted to a local Chamber of Commerce in order to commence the registration process. Processing times can vary widely depending on the Chamber of Commerce involved but expect approval between 1 and 10 business days from the date documentation is submitted.
- Step 4: Submit Business Locale Permit Registration: Unless your business will operate completely virtually, your local business will be required to secure a business locale permit or “establecimiento de comercio”. This permit allows your company to operate from a specific business location, regardless of whether it is client-facing or not.
- Step 5: Registration of “Control” Status: Colombian law requires that foreign investor(s) submit documentation showing applicable controlling interests in the local S.A.S. entity where (1) there is a sole controlling shareholder or (2) there are multiple shareholders but one owns in excess of 50% of the ownership interests in the company. Note that this process can get fairly complex where controlling shareholder is a foreign business entity. Processing times can vary widely depending on the Chamber of Commerce involved but expect approval between 2 and 10 business days from the date documentation is submitted.
- Step 6: Submit SIRE Registration: Colombian law requires that the company identify any foreigner who either provides any “benefits” to OR receives any benefits from the S.A.S. entity. In practice, this usually means identifying any foreign shareholders, legal representatives and employees but could be interpreted to include any number of other parties that have a tangential relationship to the S.A.S. entity.
- Step 7: Request Tax ID Number: Foreign investors will need to request a local tax ID number (the so-called “NIT”) by submitting legal and corporate documentation to the local tax authority (the “DIAN”). Processing time is usually just 1 business day from the date documentation is submitted, though actual timing will depend on the schedule of the DIAN.
- Step 8: Submit Municipal Tax Registration: Foreign investors will also need to register their new S.A.S entity with the local municipal tax authorities. Processing times can vary widely but can range from between 10 and 20 business days from the date documentation is submitted. Note that many local Chambers of Commerce may allow you to process this request as part of the company registration process.
- Step 9: Open Bank Account: Once new business entity is properly registered and a new local tax ID number is secured, the legal representative of the company can register a business bank account. Note that most local banks will require that the legal representative have a valid “cedula” in order to sign the registration documentation. Processing times can vary widely, but it typically takes from between 1 and 5 business days from the date documentation is submitted. Note that most foreign investors will also need to apply to get access to an online portal accessible via an electronic token. This process can take additional 5 to 10 business days.
WHAT TO EXPECT
Registering a company in Colombia is not for the faint of heart. It’s a far cry from places like the United States or even parts of Europe where you can easily register a business online in under 30 minutes. Expect/plan for the following:
- An Unending Paper Chase: There will be lots of forms to fill out and everything needs to be done just right or it will be rejected by the relevant entities.
- Timing Varies Widely: Always assume the worst-case scenario in terms of timing when dealing with public/private entities in Colombia.
- The “Law” Can Be Irrelevant: Public/private entities will often interpret applicable laws and regulations inconsistently.
- Reps Are Only Human?: Expect out and out mistakes more than just occasionally and throw in some misplaced documentation while you’re at it.
Patience is a virtue in this process. It may travel through a fairly circuitous path but your company registration should be approved eventually assuming you have patience and you retain a reputable legal service provider to handle the process.