COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Juan David Velasco, Natalia Ponce de León and Angelica Navarro, Baker McKenzie S.A.S.
3.2 Incorporation Process Once the shareholders identify the type of cor - porate vehicle that best suits their needs, the incorporation process is generally simple and expeditious. The incorporation of corporations and branches does not require authorisation from governmental authorities, as a rule. How - ever, there are specific cases where authorisa - tion from governmental authorities would be required. Companies and branches must be registered in the commercial registry kept by the correspond - ing chamber of commerce of the municipality where it is to be domiciled. For purposes of incorporating a corporate vehi - cle in Colombia, the following main steps must be completed. • An incorporation document must be prepared containing the company’s by-laws and the names of the shareholders and identification documents. If the shareholders are foreign entities, apostille identification documents are needed. Depending on the type of vehi - cle, this may be completed through a private document or a public deed. • The new entity must be registered with the corresponding chamber of commerce of the municipality where it is to be domiciled, by filling out the Registro Único Empresarial y Social (RUES) form. • The new entity must be registered with the tax authorities by completing the form to obtain a tax identification number (NIT). The chamber of commerce also handles the processing of the national tax registry (RUT) used for registering entities with the Tax and Customs National Authority (DIAN). The RUT includes general taxpayer information, along with tax and customs obligations. To obtain
this registration, the requisite fees and taxes must be paid to the chamber of commerce. • Acceptance letters for the positions of legal representatives, substitutes and board mem - bers must be obtained, if these appointments are made in the incorporation document, along with copies of the documents for the appointed positions. These documents must be filed with the cham - ber of commerce. Once all documentation is submitted, the registration process with the chamber of commerce often takes between one and two weeks. 3.3 Ongoing Reporting and Disclosure Obligations Companies are required to report changes in management to the chamber of commerce within a month of the change being completed. Additionally, companies must register if they are under the control of another entity and report any changes to such controlling structure with - in 30 business days. Any amendments to the company’s name, legal address or social activ - ity must be registered. Any changes in capital, whether increases or decreases, must also be reported to the chamber of commerce. Private companies are required by Colombian law to fulfil the following main periodic obliga - tions. • Companies and commercial establishments must renew their commercial registration ( matrícula mercantil ) with the chamber of commerce by March 31st each year. • Companies are required to convene an annual meeting of the General Shareholders Assem - bly to approve the year-end financial state - ments, annual reports and dividend distribu - tion. The annual meeting must be summoned
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