A guide to starting and registering a business in Colombia

Luisa León’s step by step guide to registering your business in Colombia

---

So you’ve decided you want to start your own business in Colombia, you’ve spotted an opportunity or you have committed to a business idea that you think might work. You have overcome the fear of failure and taken those first steps to making your idea a reality – researching the market,  looking for capital – and hopefully you have an initial business plan and an enthusiastic partner to join you in your new venture.

Now you want to formalise your business in Colombia and start operating as soon as possible. It is important to get the paperwork right from the beginning, because the way that you register your company can have implications for your taxes as well as the scope of your company’s activities further down the line.

Dealing with the bureaucracy can be pretty daunting for Colombians, and even more so for non-Colombians who are working in a new country and often in a non-native language. However, the basics are pretty straight forward and there is a lot of help available if you know where to look.

Related: A guide to the ups and downs of the Colombian peso

You can register your business in Colombia yourself – the basic information is available for free in your local Cámara de Comercio (Chamber of Commerce), through their web page, or you can get personalised information if you pay them a visit. You might need the help of a lawyer or a consultant to explain legal and tax details depending on the complexity of your business.

In order to register your company you will have to deal with three different institutions.
The Chamber of Commerce Public entity that regulates the creation of new companies from a legal perspective.	Colombian Tax and Revenue Department, Departamento de Impuestos y Aduanas Nacionales (DIAN) Adds your new company to the tax system by giving you a unique tax number.
Private bank of your choice You will need to open a bank account for your business.

The basic steps for registering your company are:

• Collect the information and documents that you need (see below). Fill out the necessary forms – available online or in the Cámara de Comercio.
• Go to the information desk at your local Cámara de Comercio and ask for personalised assistance in registering your company.
• Present the completed forms, along with photocopies of the ID of all owners, partners and legal representative.
  Present the notarised constitution document.
• Once all documents have been reviewed and approved, pay the inscription fees (0.7% of the capital of your company + around COP$40,000 in additional fees).
• Next, you need to fill in a form called Pre-RUT, which is available on DIAN’s website (under ‘solicitud inscripción RUT- Tipo inscripción – Cámara de Comercio’). Filling in the form can be complicated, especially if you don´t know what taxes you need to pay, so make sure you ask for help in the Cámara de Comercio – they will even download and print it for you.
• Once you have that form you need to open a business bank account. Take the form, a copy of the ID of the legal representative, and a letter explaining who will be managing the bank account to the bank of your choosing. (Be aware that different banks have slightly different requirements and different charging systems, so pick your account carefully).
• Take the bank account certificate back to the DIAN office along with a copy of the ID of the legal representative. They will give you a NIT (Tax ID number), which is essential for all aspects of payment. The legal representative will also need to obtain a NIT of their own.
• Finally, you need to take the NIT back to the Cámara de Comercio and update your registration with the definitive tax number.
• Now you are officially in business in Colombia, but sadly the bureaucracy is not over. You need to get a good accountant on board who can explain the different types of taxes, where to pay them, how to declare them, how to register your business expenses – and everything else you need to do to avoid being fined. You will also need to register your trademark with the Ministry of Commerce, Industry and Tourism.

Related: The challenges of starting a business in Colombia

There are numerous ways of getting help registering your business in Colombia: your local Cámara de Comercio will offer workshops and information, although sometimes the information provided might not be as detailed as you might like, which is when you should hire a consultant, a lawyer or an experienced accountant.

First things first There are a number of things you need to consider and prepare before going to the Cámara de Comercio: Choose a name for your company. It does not have to be as catchy as you think; the legal name (razón social) and the commercial name or trademark (marca)  can be completely different. The most important thing is to check that neither have been already taken or registered on the online databases of the Cámara de Comercio. In Colombia, economic activities are classified by CIIU codes. Different activities will be taxed and regulated differently. You need to define the main and secondary economic activities that your company will carry out. The CIIU codes can also be found on the Cámara de Comercio online database. Define what type of company you want to set up. There are a number of factors to consider – primarily, the number of partners involved. If you are a sole trader, you can register as a natural person (persona natural) or as a legal entity (persona jurídica). This will affect your level of responsibility if your business fails, as well as the way that you will get taxed. If there will be more than one partner, there are different options. The most common type of company is the Sociedad por Acciones Simplificadas (S.A.S.). One or more partners can be part of this type of company, you can divide the capital by shares and you can constitute it with a private document – as long as no real estate is part of the deal. The main restriction is that you cannot go public or trade shares in the stock market with this type of company. Make sure you find the type of company that works best for you. For more information about the different types of companies, get advice from a lawyer or consultant, or go to the Cámara de Comercio or visit its webpage. Next, create a constitution document. This document should include: Names and personal information of all partners involved, name of the company, constitution of the board of directors, activities the company will be performing, capital structure, partner responsibilities, causes of termination of the society etc. The Cámara de Comercio webpage has various downloadable templates of this document that you can use. If you have a complex ownership structure you might need a lawyer or a consultant to check the document and explain some of the implications. The company must have a legal representative. The legal representative, who can be different from the owners, will be responsible for signing all legal documents, contracts, authorise taxes, and other legally binding tasks. It will be a lot easier to register your company if the legal representative has a Colombian cedula. If you are foreign and looking to obtain a business owner visa through your new company, you can use your passport, but you should bear in mind that some steps of the process can be slow and frustrating. Plus you’ll have to count on the goodwill of both DIAN and bank officials. Once your visa has been approved you must come back and update all documentation to include your cedula number. Decide how much money you want to declare. You must declare the amount of capital that will be going into the creation of the new venture, which has several implications. For example, you have to pay 0.7% of the declared capital when you register your company. Also, if you are planning to apply for a business owner/partner visa your contribution to the registered capital needs to be more than 100 minimum salaries and it needs to be projected over five years.

---

---

Luisa León is a business consultant who specialises in helping international companies and individuals to navigate the various legal and administrative requirements, including founding companies and organising visas.