Company Formation in Colombia (S.A.S.) How Foreign Founders Set Up an SAS

By Jonathon Richards

– posted 56 minutes ago

Company formation Colombia SAS has become one of the most streamlined paths for foreign entrepreneurs entering Latin America’s third-largest economy. The Sociedad por Acciones Simplificada (S.A.S.) offers limited liability, flexible governance and critically for non-resident founders the ability to incorporate with a single shareholder, no minimum capital and increasingly digital registration channels. Whether you plan to operate locally, hold regional assets or hire Colombian talent, the S.A.S. is the vehicle of choice for the vast majority of new incorporations.

Snapshot

The S.A.S. is Colombia’s most popular corporate form: a limited-liability company that can be created by one or more shareholders (individuals or legal entities, domestic or foreign), constituted by private document rather than public deed in most cases, and registered through the Ventanilla Única de Inversión (VUI) portal for accelerated electronic formation. For international investors, the combination of 100 % foreign ownership, contractual flexibility and a growing suite of remote-notarisation tools makes the S.A.S. the default starting point.

At a Glance: Quick Facts About the Colombian S.A.S.

Legal form: Sociedad por Acciones Simplificada (S.A.S.), governed by Ley 1258 de 2008.
Liability: Limited to each shareholder’s capital contribution (except in fraud or abuse-of-legal-entity cases).
Minimum shareholders: One (natural person or legal entity, Colombian or foreign).
Minimum capital: No statutory minimum; authorised capital is set freely in the bylaws.
Typical timeline (paper route): Approximately 5–15 business days, depending on apostille and notary lead times.
Typical timeline (electronic / VUI route): Approximately 1–5 business days where all digital prerequisites are met.
Typical all-in cost range: USD 800–3 000+, varying with professional fees, notary charges and Chamber of Commerce registration taxes.

Why Choose an S.A.S. in Colombia?

Key Commercial Benefits for Foreign Founders

The S.A.S. was introduced by Ley 1258 de 2008 to modernise Colombian corporate law and encourage entrepreneurship. Its principal advantages include:

Limited liability by default: Shareholders are shielded from corporate debts beyond their subscribed capital.
Single-shareholder flexibility: A sole natural person or entity can form and hold 100 % of an S.A.S. no nominee shareholder structures are needed.
Contractual freedom in bylaws: Founders may design bespoke share classes, vesting schedules, drag-along/tag-along rights and dispute-resolution mechanisms directly in the constitutive document.
No mandatory board of directors: Governance is streamlined; a single legal representative can manage the company unless the bylaws provide otherwise.
Simplified formation: In most cases, a private document (documento privado) suffices no public deed before a notary is required unless real-property contributions are involved.

Process How to Form an SAS in Colombia (Step-by-Step)

The following numbered guide covers both the traditional paper pathway and the VUI-enabled electronic pathway. Remote founders can now complete most steps without travelling to Colombia, provided documents are properly apostilled and a local representative is appointed for banking and tax formalities.

Step 1 Define the Corporate Structure and Draft the Private Instrument (Bylaws)

Under Ley 1258, the constitutive document (documento privado de constitución) must contain, at a minimum:

Full identity of shareholders: Names, nationalities, ID or passport numbers, and domiciles.
Company name: Must include the designation “S.A.S.”
Registered office: The Colombian city where the company will be domiciled.
Corporate purpose: May be stated as “any lawful activity” (a key S.A.S. advantage).
Authorised, subscribed and paid-in capital: Freely determined; share classes and voting rights should be specified.
Duration: May be indefinite.
Governance and legal representation: Appointment of at least one legal representative (representante legal).
Dispute-resolution clause: Arbitration or mediation clauses are common for international structures.

Pro tip: Even though Colombian law allows extremely broad corporate purposes, banks and regulators may request a more specific description during KYC. Work with local counsel to strike a balance between flexibility and practical acceptance.

Step 2 Gather Required Documents

Foreign founders should assemble the following before engagement with a Colombian notary or the Chamber of Commerce:

Valid passports (certified copies, apostilled in the country of issuance).
Powers of attorney (poder especial) required if a shareholder will not be physically present for signing; must be notarised and apostilled abroad, then translated into Spanish by an official translator.
Proof of address (utility bill or bank statement, apostilled and translated).
Certificate of good standing or equivalent if a shareholder is a legal entity, the parent company’s incorporation documents and authority resolutions must be apostilled.
Draft bylaws / constitutive document prepared by local counsel.

Step 3 Sign the Constitutive Document

For the standard S.A.S., no public deed (escritura pública) is required the founders sign the private document, and signatures are authenticated. Where real property is contributed as capital, a public deed before a notary is mandatory. Colombia’s electronic radicación rules now allow certain notarial acts to be completed remotely through approved digital-signature platforms, which is especially useful for non-resident founders unable to attend in person.

Common pitfall: Powers of attorney that lack sufficient specificity are frequently rejected at the Chamber of Commerce. Ensure the poder expressly authorises the agent to sign the constitutive document, register the company and represent the shareholder before all relevant authorities.

Step 4 Register with the Cámara de Comercio (Registro Mercantil)

The signed constitutive document and supporting papers are filed with the Cámara de Comercio (Chamber of Commerce) of the city where the company is domiciled. The Chamber:

Reviews formal legality of the constitutive document.
Assigns the matrícula mercantil (commercial registration number).
Issues the certificado de existencia y representación legal the certificate of incorporation and legal representation, equivalent to a certificate of good standing.

Registration fees are based on the subscribed capital and are set by law the Chamber publishes its fee schedule annually.

Step 5 Obtain the NIT and RUT at DIAN

Every Colombian legal entity must register for a Registro Único Tributario (RUT) and receive a Número de Identificación Tributaria (NIT) from the DIAN (Dirección de Impuestos y Aduanas Nacionales). In many cases, a preliminary RUT is generated automatically when the Chamber of Commerce submits the registration data to DIAN, but the definitive RUT must be formalised typically by the legal representative attending DIAN offices (or, increasingly, through virtual-appointment channels).

Step 6 Open a Corporate Bank Account

Colombian banks apply rigorous KYC and anti-money-laundering checks. Common documentary requirements include:

Certificado de existencia y representación legal (not older than 30 days).
Definitive RUT with NIT.
Identification of all ultimate beneficial owners (UBOs) passports, proof of address, source-of-funds declarations.
Board or shareholder resolution authorising the account opening.
Introduction letter from local counsel highly recommended and, in practice, often decisive for foreign-owned entities.

Remote founder checklist: If no shareholder or director is physically present, designate a local signatory and ensure the power of attorney explicitly covers bank-account opening and financial operations.

Step 7 Post-Incorporation Compliance

Once the S.A.S. is incorporated, several compliance registrations are required before commencing operations:

IVA (VAT) and withholding-tax obligations activated in the RUT based on the company’s activities.
Payroll and social-security registration employers must register with Mi Seguridad Social and affiliated health, pension and occupational-risk entities.
Industry-specific permits depending on the corporate purpose (e.g., health, food, fintech), additional licences may be required.

Step 8 Register Beneficial Owners (RUB)

Colombia requires companies to report their ultimate beneficial owners in the Registro Único de Beneficiarios Finales (RUB), administered by DIAN. The initial report must be filed within the first two months following registration, and updates are required within the following month of any change. DIAN’s Resolución 000164 and related norms set the reporting thresholds and format.

Comparison Traditional Paper vs VUI / Electronic Incorporation

The following table summarises the principal differences between the traditional paper process and Colombia’s electronic incorporation channels. All timelines are estimates founders should confirm current processing times with local counsel and the VUI portal.

Criteria	Paper (Traditional)	Electronic (VUI + Radicación Electrónica)
Physical presence	Typically required for notary authentication and DIAN appointment	Largely remote via e-signatures and virtual notarial acts; power of attorney still needed
Typical timeline	5–15 business days (longer if apostille/translation delays)	1–5 business days (when all digital prerequisites are satisfied)
Typical fees	Notary fees + Chamber registration taxes + courier/apostille costs	Chamber registration taxes + e-service fees (notary fees may be reduced or eliminated for private-document SAS)
Key risk points	Apostille delays, translation errors, in-person scheduling bottlenecks	Platform interoperability issues, digital-certificate compatibility, occasional system downtime

Note: Electronic formation availability and specific timelines are evolving rapidly. Industry observers expect further integration between the VUI portal and notarial e-services during 2026, which should reduce friction for company formation Colombia SAS processes significantly.

Key Requirements and Eligibility

Can Foreigners Be 100 % Owners?

Yes. Colombian law imposes no nationality restriction on S.A.S. ownership. A single foreign natural person or a foreign legal entity may hold 100 % of the shares. Foreign investors should, however, be aware of the following practicalities:

Powers of attorney: Must be notarised, apostilled (or legalised under convention) and officially translated.
Tax classification: Non-resident shareholders are subject to specific withholding-tax rates on dividends and other distributions. The DIAN’s applicable resolutions govern foreign-investor tax registration and reporting.
Exchange-control registration: Foreign direct investment must be registered with the Banco de la República within the prescribed timeframe to ensure repatriation of capital and profits.

Shareholders, Directors and Representation

A single shareholder S.A.S. Colombia is expressly permitted there is no requirement for additional nominees. The S.A.S. does not legally require a board of directors; a sole legal representative may manage the company. However, for practical purposes (banking, tax filings, receiving judicial notifications), appointing a locally resident legal representative or agent is strongly recommended.

Documents Checklist

Passports / IDs: Certified and apostilled copies of all shareholders and directors.
Apostilled power of attorney: If any founder will not sign in person.
Proof of address: Recent utility bill or bank statement (apostilled and translated).
KYC documents for banks: Source-of-funds declarations, UBO information, professional references.
Specimen signature / notarised signature card: Required by the Chamber of Commerce for the legal representative.
Draft bylaws / constitutive document: Prepared in Spanish by local counsel.
Parent-company documents (if applicable): Certificate of incorporation, resolution authorising the investment, apostilled and translated.

Fees and Timeline

Costs for company formation Colombia SAS fall into two categories: regulated fees (set by law) and professional fees (variable by provider and complexity).

Chamber of Commerce registration tax: Calculated as a percentage of the subscribed capital, per the Cámara de Comercio’s published schedule. For low-capital companies, this may range from approximately COP 150 000 to COP 500 000+.
Notary fees: Applicable where a public deed is required or where notarised authentications are used; fees are regulated by the Superintendencia de Notariado y Registro.
DIAN registration: No government fee for RUT/NIT issuance itself, though professional assistance costs apply.
Professional / legal counsel fees: Typically USD 800–2 500 depending on complexity, number of shareholders, and whether the formation is fully remote.
Bank-account opening: Most banks do not charge an opening fee, but monthly maintenance fees and minimum-balance requirements vary.

For a detailed fee breakdown, see SAS formation costs & timeline in Colombia complete fee breakdown.

Tax and Employment Implications for Foreign Founders

Corporate Tax Basics

Colombian S.A.S. entities are subject to corporate income tax on worldwide income. The general statutory rate and filing deadlines are governed by the Estatuto Tributario and updated periodically by DIAN. Foreign founders should engage local tax counsel for bespoke structuring particularly where double-taxation treaties, transfer-pricing rules or thin-capitalisation limits apply.

Payroll, Social Security and Employer Obligations

Any S.A.S. that hires employees must register with the social-security system via Mi Seguridad Social and make monthly contributions to health (EPS), pension (AFP), occupational-risk insurance (ARL) and payroll taxes (parafiscales). For foreign workers, immigration permits and RUTEC registration may be necessary. See Tax, payroll and compliance for Colombian SAS (foreign founders) for a full treatment.

Withholding Taxes and VAT

Payments to non-resident shareholders (dividends, royalties, service fees) are generally subject to withholding tax at rates specified in the tax code or applicable treaties. The S.A.S. must also register for IVA (VAT) if it carries out taxable activities. Given the complexity of cross-border taxation, foreign founders are strongly encouraged to consult with local tax counsel before structuring any outbound payments.

Bank Account and RUT Setup

Steps to Obtain the RUT and NIT

The DIAN process for personas jurídicas requires the following:

Pre-RUT generation: Occurs automatically during Cámara de Comercio registration in most jurisdictions.
Formalisation appointment: The legal representative attends DIAN (in person or via virtual appointment where available) with the certificado de existencia, identification and a completed RUT form.
Definitive RUT issuance: Once verified, DIAN activates the NIT and issues the definitive RUT required before a bank account can be opened.

Corporate Bank Account Practicalities

Opening a corporate account for a foreign-owned S.A.S. is one of the most frequently cited challenges. Common hurdles and recommended mitigations include:

Lack of local operating history: Provide a detailed business plan and projections; a local counsel introduction letter significantly improves acceptance rates.
Remote beneficial owners: Banks may require video-call KYC interviews with all UBOs holding 5 % or more.
Document age limits: The certificado de existencia and RUT are typically accepted only if issued within the preceding 30 days.

For a step-by-step walkthrough, see Opening a corporate bank account & obtaining a RUT in Colombia.

Next Steps What to Prepare and How Global Law Experts Helps

Before engaging local counsel, foreign founders should prepare the following:

Decide on shareholders and governance: Number of shareholders, share classes, legal-representative appointment.
Gather and apostille all personal and corporate documents: Allow 2–4 weeks for apostilles and certified translations.
Select a Colombian domicile city: This determines the Cámara de Comercio and local tax jurisdiction.
Prepare a draft corporate purpose and capital structure: Local counsel will refine these for compliance and bank acceptance.
Budget for the full formation cycle: Legal fees, government charges, bank-account setup and initial compliance registrations.

Global Law Experts matches foreign founders with vetted Colombian law firms through a structured intake process: jurisdiction assessment, shortlist of qualified practitioners, and transparent engagement hand-off ensuring that every aspect of your company formation Colombia SAS project is handled by experienced local counsel.

Downloadable Checklist and Resources

A printable “S.A.S. Formation Checklist (Colombia)” is available for download. It consolidates every document, timeline estimate and authority interaction described in this guide into a single KYC-ready packet that founders can share directly with their bank and local counsel. The checklist covers apostille requirements, translation specifications, specimen signatures, capital-structure decisions and post-incorporation compliance registrations designed to prevent the most common delays foreign founders encounter.

Sources

FAQs

How much does it cost to form an SAS in Colombia?

Total costs typically range from USD 800 to USD 3 000 or more, depending on the number of shareholders, complexity of bylaws, notary and apostille fees, and whether professional counsel handles the process end-to-end. Chamber of Commerce registration taxes are regulated and scaled to subscribed capital. For a full breakdown, see SAS formation costs & timeline in Colombia — complete fee breakdown.

Can a non-resident own 100 % of a Colombian SAS?

Yes. Ley 1258 de 2008 permits a single shareholder — whether a Colombian or foreign natural person or legal entity — to hold all shares. There is no requirement for a local partner, although foreign investors must comply with exchange-control registration and DIAN reporting obligations.

What documents are required to register an SAS in Colombia?

At a minimum: apostilled passport copies or corporate certificates for each shareholder, a signed constitutive document (bylaws), a power of attorney if signing remotely, proof of address, and KYC documents for bank-account opening. All foreign documents must be apostilled and officially translated into Spanish.

How long does it take to incorporate an SAS in Colombia?

The traditional paper process typically takes 5–15 business days from document submission. Using the VUI electronic pathway, incorporation can be completed in as few as 1–5 business days, provided all digital prerequisites are met. Apostille and translation lead times may add 2–4 weeks for foreign founders.

Do I need a local director or resident to form an SAS?

No. Colombian law does not require a resident director or local shareholder for an S.A.S. However, appointing a locally resident legal representative is strongly advisable for practical reasons — including DIAN appointments, banking procedures, receiving legal notifications and signing local contracts.

How do foreign founders open a bank account and get a RUT (tax ID) for an SAS?

After Chamber of Commerce registration generates a pre-RUT, the legal representative formalises the RUT at DIAN to obtain the definitive NIT. With the certificado de existencia and definitive RUT in hand, the company applies at a Colombian bank. A local counsel introduction letter, complete UBO documentation and a clear source-of-funds declaration streamline acceptance. See Opening a corporate bank account & obtaining a RUT in Colombia for the full process.