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Home / Practice areas / Selling Property

We can help you sell your property in Colombia while minimizing local risks. Selling real estate in Colombia can be challenging. From tax considerations to contract negotiations, it is important to retain attorneys with the experience necessary to protect your interests.

For over a decade, our Real Estate Practice Group has helped clients sell real estate in Colombia. We can assist in all aspects of the real estate sales process including, but not limited to:

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  • Negotiating Terms:

Negotiating terms of sale with buyer and/or buyer’s agent consistent with our client’s instructions.

  • Purchase Agreement:

Drafting a Promise to Purchase and Sale Agreement (the so-called “Promesa de Compraventa”) that incorporates the terms agreed between the parties.

  • Perfecting Title/Resolving Transaction Impediments:

Managing all of the seller’s obligations including, but not limited to, efforts to resolve any title defects, cancelling any existing and/or delinquent mortgages, paying past due property taxes, and cancelling existing property liens.

  • Executing Public Deed:

Drafting, editing and finalizing public deed that parties will execute in order to transfer title to purchaser.

  • Power of Attorney:

Drafting powers of attorney under Colombian law granting a third party the authority to execute all relevant legal documents on behalf of the seller in connection with the real estate transaction.

  • Sales Proceeds:

Analyzing the best options available to receive payment from seller.

  • Investment Cancellation:

Canceling or substituting seller’s exiting investment declaration forms (“formularios”) pursuant to Central Bank regulations.

  • Tax Payments:

Submitting tax documentation to local tax authorities and paying applicable tax obligations pursuant to local law.

Corporate Structure

At a minimum, the S.A.S. form requires a shareholder and a legal representative. A board of directors is not required. An auditor may be required depending on the size of the company or the specific industry.

Legal Representative

Unlike other countries, the title of “legal representative” is crucial in a Colombian company. A legal representative will have complete access to the company’s books and bank accounts and will be able to bind the company when signing legal agreements. Keep in mind that the legal representative should be someone who is based in Colombia as legal representatives will need to sign documentation on a regular basis. This is why many foreign investors grant legal representation status to their local legal counsel or local manager.

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Corporate Flexibility

The S.A.S. form has a great deal of flexibility: (i) one person may own all the ownership interests in the S.A.S.; (ii) the same person can be sole shareholder, legal representative and manager; (iii) allows for the creation of a preferred stock structure; (iv) business may have a perpetual existence; (v) no obligation to maintain a reserve on its books (as is the case with other legal forms); (vi) no obligation to pay a minimum dividend (as is the case with other legal forms); (vii) no need to register a public deed in connection with its registration (as is the case with other legal forms); and (viii) allows for private mediation/arbitration for disputes between shareholders.

Registration Process

Registration via (i) written bylaws that are signed and notarized under Colombian law or (ii) written bylaws that are signed at the local chamber of commerce. Registration valid only after company is listed on the business registry (“Registro Mercantil”) of the local chamber of commerce.

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Company Name

You will have a great deal of flexibility when choosing the name of your company, though there are certain limitations. For example, the name of your company cannot be similar to the name of another company already registered. In addition, you cannot use certain names that are considered against “the public interest.” At the end of the name you need to include “sociedad por acciones simplificada” or the more traditional “S.A.S.”

Business Purpose

To register a S.A.S. you will need to specify at least one purpose for the company, though you can also add that it may conduct any business that is allowed under Colombian law.

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Limited Liability

The S.A.S. form grants shareholders broad limited liability. Note that the corporate veil may be pierced due to actual fraud and/or failure to maintain corporate formalities.

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Corporate Structure

At a minimum, the S.A.S. form requires a shareholder and a legal representative. A board of directors is not required. An auditor may be required depending on the size of the company or the specific industry.

Legal Representative

Unlike other countries, the title of “legal representative” is crucial in a Colombian company. A legal representative will have complete access to the company’s books and bank accounts and will be able to bind the company when signing legal agreements. Keep in mind that the legal representative should be someone who is based in Colombia as legal representatives will need to sign documentation on a regular basis. This is why many foreign investors grant legal representation status to their local legal counsel or local manager.

^
^
^
^

Corporate Flexibility

The S.A.S. form has a great deal of flexibility: (i) one person may own all the ownership interests in the S.A.S.; (ii) the same person can be sole shareholder, legal representative and manager; (iii) allows for the creation of a preferred stock structure; (iv) business may have a perpetual existence; (v) no obligation to maintain a reserve on its books (as is the case with other legal forms); (vi) no obligation to pay a minimum dividend (as is the case with other legal forms); (vii) no need to register a public deed in connection with its registration (as is the case with other legal forms); and (viii) allows for private mediation/arbitration for disputes between shareholders.

Registration Process

Registration via (i) written bylaws that are signed and notarized under Colombian law or (ii) written bylaws that are signed at the local chamber of commerce. Registration valid only after company is listed on the business registry (“Registro Mercantil”) of the local chamber of commerce.

^
^
^
^

Company Name

You will have a great deal of flexibility when choosing the name of your company, though there are certain limitations. For example, the name of your company cannot be similar to the name of another company already registered. In addition, you cannot use certain names that are considered against “the public interest.” At the end of the name you need to include “sociedad por acciones simplificada” or the more traditional “S.A.S.”

Business Purpose

To register a S.A.S. you will need to specify at least one purpose for the company, though you can also add that it may conduct any business that is allowed under Colombian law.

^
^
^
^

Learning Center

Limited Liability

The S.A.S. form grants shareholders broad limited liability. Note that the corporate veil may be pierced due to actual fraud and/or failure to maintain corporate formalities.

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