A Service Agreement (“Contrato de Prestación de Servicios”) outlines the terms and conditions governing the relationship between a service provider and a client/customer.
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These types of agreements require careful negotiation over the following terms:
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- term and duration;
- payment terms;
- scope of work/deliverables;
- intellectual property rights;
- indemnification provisions;
- representations and warranties; and
- confidentiality provisions.
Our Commercial Law Practice Group can negotiate and draft all types of service agreements including, but not limited to:
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- Master Services Agreements (“Contratos Maestro de Servicios”);
- Web Development Agreements (“Contratos de Desarrolló de Página Web”);
- Consulting Agreements (“Contratos de Consultoría”);
- Software as a Service Agreements (“Contratos de Software”);
- Professional Services Agreements (“Contratos de Prestación de Servicios Profesionales”);
- non-solicitation/non-competition clauses; and
- dispute resolution provisions.
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.
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.
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.
