service iconservices iconservices iconservice iconservices iconcomputer icon
our concept posterservice iconservices iconservice iconservices iconservices iconcomputer icon

Business in Colombia

 
 

WHAT IS A CHAMBER OF COMMERCE?

A chamber of commerce is an institution of legal order with legal status, created by the National Government in order to ensure the interests of the merchants in a certain geographical region.

WHAT IS THE COMMERCIAL REGISTRATION?

It is the registry that must be done by the merchants, whether individuals or legal entities, and the commercial establishments in the Chambers of Commerce with jurisdiction in the place where they will develop their activity and where the commercial establishment will operate to comply with a of the mercantile obligations provided in the Commercial Code.

WHAT IS A COMMERCE ESTABLISHMENT?

As defined in article 515 of the Commercial Code, trade establishment is understood as a set of goods (chairs, tables, goods, vehicles, patents, among others) organized by the entrepreneur to carry out economic activities and develop the purposes of the company. The same person may have several commercial establishments, and, in turn, a single commercial establishment may belong to several people and be used for the development of various commercial activities. Examples of commercial establishments: shop, pharmacy, clothing workshop, etc.

THE BUSINESS NAME OF THE COMPANY MUST CORRESPOND TO THE SOCIAL REASON THAT APPEARS IN THE CHAMBER OF COMMERCE?

It is not necessary. The company name is mandatory; However, the commercial name is optional, and this may or may not correspond to the same legal name (company name), according to the preferences of the merchant. It is important to bear in mind that both names, if they have them, must appear in the Mercantile Registry.

WHAT ARE THE TYPES OF SOCIETIES EXISTING CURRENTLY IN COLOMBIA?

1. Collective partnership (arts.294 to 322 of the Commercial Code)

• It is constituted through a public deed between two or more partners who respond jointly, unlimitedly and subsidiarily for all social operations.
• When this type of company is established, the duration of the company must be defined in the public deed (the one wished by its members).
• The partners may delegate the administration of the company to other strangers, but thus losing the possibility of filling or managing business.
• Each partner must deliver their contributions in capital, kind or with work, thus defining the company’s capital stock, which has neither a minimum nor a maximum according to commercial law.
• The corporate name of these companies is formed with the full name or only surname of one of the partners, followed by the word “and company", “brothers" or “and children". This means that a name of a stranger can not go in the corporate name.

2. Simple Partnership (S. en C.) (articles 323 to 342 of the Commercial Code)

• It is constituted through a public deed between one or more managing partners and one or more limited partners or capitalists.
• The managing partners respond jointly, unlimitedly and directly for the operations and the capitalist or limited partners only respond for their respective contributions.
• When this type of company is established, the duration of the company must be defined in the public deed.
• Only the managing partners can manage the company or delegate this administration to third parties, something that capitalist partners can not do.
• Capitalist or limited partners contribute capital, while managers contribute capital management and business development.
• The company name must be clear, which is formed exclusively with the full name or only the surname of one or more general partners or managers, followed by the word “and company" or its abbreviation “& Cía. " and followed by the abbreviation S. in C.

3. Limited Partnership for Shares (S.C.A.) (articles 323 to 336 and 343 to 352 of the Commercial Code)

• It is constituted through a public deed between one or more managing partners and at least five capitalist or limited partners.
• The managing partners respond solidary, unlimited and directly for the operations and the capitalist partners only respond for their respective contributions.
• When this type of company is established, the duration of the company must be defined in the public deed.
• Only the managing partners can manage the company or delegate this administration to third parties, something that capitalist partners can not do.
• Capital is represented in shares of equal value, which are negotiable securities contributed by the capitalists and even by the managing partners, who separate their contribution from industry which is not part of the capital.
• The company’s name must be clear, which is formed exclusively with the full name or only the surname of one or more collective members, followed by the word “and company" or its abbreviation “& Cía." followed in any case by the words “Limited Partnership for Shares" or its abbreviation S.C.A.

4. Simplified Shares Company (S.A.S.) (Law 1258 of 2008)

• It is constituted through a private document before a chamber of commerce or public deed before a notary with one or more shareholders who respond up to the amount of capital they have provided to the company.
• The name, identity document and address of the shareholders must be defined in the private incorporation document; the principal domicile of the company and that of the different branches that are established, as well as the authorized, subscribed and paid capital, the class, number and nominal value of the shares representing the capital and the form and terms in which they must be paid.
• The organic structure of the company, its administration and the functioning of its bodies can be freely determined by the shareholders, who are only obliged to appoint a legal representative of the company.
• Its corporate name will be the name defined by its shareholders but followed by the words “Simplified Stock Company" or the letters S.A.S.

5. Limited Liability Company (Ltda.) (Articles 353 to 372 of the Commercial Code)

• It is constituted by public deed between at least two partners and maximum twenty-five, who respond with their respective contributions, and in some cases according to the Commercial Code (articles 354, 355 and 357) can be authorized unlimited and joint liability for any of the partners.
• The partners must define in the public deed the duration of the company and may delegate the legal representation and administration to a manager, who will be guided by the functions established in the statutes.
• Capital is represented in installments of equal value that, for their assignment, can be sold or transferred under the conditions established in the law or in the respective statutes.
• Whatever the name of the company, it must be followed by the word “Limited" or its abbreviation “Ltda." that, if not clarified in the statutes, will hold the associates jointly and severally liable.

6. Sociedad Anónima (S.A.) (articles 373 to 460 of the Commercial Code)

• A public deed is established by at least five shareholders who are liable for the amount or contribution of capital they have provided to the company.
• The duration of the company must be defined in the public deed and expressed in its founding document or bylaws.
• The management of this company is developed with the general assembly of shareholders who define the fiscal reviewer and the board of directors.
• The manager is appointed by the board of directors and is the person who assumes the legal representation of the company.
• Capital is represented in shares of equal value that are negotiable securities, all this is the authorized capital and it must be clarified how much of this is subscribed capital and how much capital paid.
• Your company name will be the name defined by your shareholders but followed by the
words “Sociedad Anónima" or its abbreviation S.A.

7. Unipersonal Company (E.U.) (Law 222 of 1995, articles 71 to 81)

• It is the individual, one and only one person who is constituted as an entrepreneur by means of a deed or private document before the Chamber of Commerce or before a notary with the due acknowledgment of the signature and content of the document.
• Enough with the mercantile registry to be a legal person, who will respond only with the assets, quotas of equal nominal value, described in the constitutive document.
• It is the responsibility of the constituent to administer the company or delegate to a third party, in which case the initial entrepreneur can not perform acts or contracts on behalf of the sole proprietorship.
• This may have a business name followed by the phrase “Unipersonal Company" or its abbreviation “E.U." under penalty of the employer responding unlimitedly with their assets.

8. Associative Work Company (E.A.T.)
(Law 10 of 1991, Decree 1100 of 1992)

• It is constituted by means of a deed, constitution or bylaws before a notary or judge with the due acknowledgment of the signature and content of the document.
• Its members will be at least three and maximum ten if it is for the production of goods, because if it is a service company, its members will be twenty.
• All of them will be represented by their labor contribution and additionally in kind or goods and will respond according to the norm of the Commercial Code.
• Particularly this company incorporated with its legal entity must register with the Ministry of Social Protection.
• The duration must be clearly determined and its capital is expressed in labor, technology, industrial or intellectual property duly recorded, in assets and money. The legal representative of this type of company will be an executive director and will do as ordered by the statutes, created by the board of associates.
• The company name must be accompanied by the name “Associative Labor Company" or the acronym E.A.T.

 
 

WHAT IS THE RUT?

The Unique Tax Registry, RUT, is the database that the Directorate of Taxes and National Customs (DIAN) at the national level of taxpayers, which includes the basic information of the same, for statistical purposes and control.

 
 

WHAT IS THE NIT?

The Tax Identification Number, NIT, is the eminently tax or fiscal numerical expression that identifies before national taxes, as well as before other public and private entities, taxpayers and respondents.

 
 

WHAT IS THE RNT?

National Registry of Tourism, RNT, is a procedure that is carried out before the Ministry of Commerce, Industry and Tourism, as an instrument for the promotion, inspection, monitoring and control of tourist activity. All those providers of tourist services must have in force the RNT that endorses and authorizes them for its operation.

 
 

WHAT IS THE BUSINESS PLAN?

The business plan is a written document in which the objectives that the employer wants to achieve in his company in the short, medium and long terms are clearly and concretely reflected. It allows you to make a technical, social and economic assessment of its different alternatives, and establish the different strategies you must implement to achieve them.

 
 

Apostille and Legalization

 
 

WHAT IS APOSTILLE?

The apostille is the legalization of the signature of a public official that validates a document, which must be registered in the database of the Colombian Ministry of Foreign Affairs or the competent entity in the country where it was issued. The apostille certifies the legitimacy of the signature of the public official stamped on the document, but does not certify its content. A document must be apostilled when the country in which it will take effect forms part of the Convention on the Abolition of Legalization for Foreign Public Documents of the Hague of 1961.

WHAT IS LEGALIZATION?

Legalization consists in certifying the legitimacy of the signature of a public official in the exercise of his / her functions, which has not been previously registered in the database of the Colombian Ministry of Foreign Affairs or the competent entity of the country where it was issued, for that the document is valid internationally. The legalization certifies the legitimacy of the signature of the public official stamped on the document, but does not certify its content. It is appropriate to legalize a document when the country where it was issued or the country where it will take effect is not part of the Convention on the Abolition of the Legalization Requirement for Foreign Public Documents of the Hague of 1961.

Legalization may also be imposed on private documents. In Colombia, the signature of the private document must be recognized by a notary public, whose signature, in turn, must be registered in the database of the Ministry of Foreign Affairs of Colombia.

Translations

 
 

WHAT IS LEGAL TRANSLATION?

The legal translation consists of interpreting the contents expressed in one language and translating them into another, in a appropriate manner to the legal and socio-cultural contexts of the countries involved. Legal documents, whether public (documents issued by an administration or public body), or private (written to legally regulate a certain contractual relationship between individuals or companies).

IS ENOUGH TO DOMINATE A LANGUAGE TO TRANSLATE LEGAL TEXTS?

No, in many cases the translation is not only informative, but also seeks to produce a document with legal effects in another country, from which it is necessary to carry out a previous research work in Comparative Law. Therefore, it is not enough to be bilingual to adequately translate legal documents. It is not even enough to have extensive experience as a translator, or in Legal Sciences in isolation. It is necessary to master perfectly, in addition to the two languages, the two legal systems involved (the one of the original text and the one of the country of the language to which it is translated) so as not to commit lamentable errors with serious legal consequences for the recipients of the translation.

WHAT TRAINING SHOULD THE LEGAL TRANSLATOR HAVE?

The professional legal translator must have a solid academic background in law. But, at the same time, it will face multiple traductological challenges throughout the text, therefore, a solid formation in the field of translation is also necessary. Additionally, specialization in certain areas, such as education, finance, business, etc., is fundamental to guarantee quality work in such complex matters.

WHAT DOCUMENTS NEED A SPECIALIZED LEGAL TRANSLATION?

Any document drafted by a lawyer, a public official, as well as a large number of financial and academic documents, with legal implications, need to be translated by a professional legal translator, if it is to be used in a foreign country that speaks a language other than from the country where the document originated.

The following are some of those documents:

  • Sales contracts
  • Financial reports
  • Powers of attorney
  • Property public deeds
  • Labor documentation
  • Wills
  • Trusts
  • Insurance policies
  • Expert’s reports
  • Documents relating to intellectual or industrial property
  • Regulations and foreign legislation
  • Judicial decisions
  • Arbitration procedures
  • Corporate deeds and articles of association
  • Academic reports

And, in general, any legal, financial, academic, religious text, etc., that supposes the creation of rights or obligations for a certain party.

HOW CAN I CONTACT A PROFESSIONAL LEGAL TRANSLATOR?

Expatgroup.co has among its functions the legal translation agency, specialized in translation of legal documents, documents issued by public administrations, business documents, financial documents, etc. For this, we have in our team of collaborators with professional personnel specialized in the legal translation of documents, of each of the aforementioned areas, which allows us to guarantee its absolute validity in Colombia and abroad.

Visas

HOW DO I LEGALIZE MY SITUATION TO WORK, STUDY OR INVEST IN COLOMBIA?

It is necessary to process the Colombian visa corresponding to the activity that will be carried out in the country. Expatgroup.co can represent and advise you in this process.

WHAT IS THE COLOMBIAN VISA?

The visa is the authorization granted to a foreigner for the legal entry and stay in Colombia, a requirement to obtain the foreigner identification card. The visa process is carried out in Bogotá before the MRE through our management.

 
 

WHAT IS THE IMMIGRATION CARD? (cedula)

The immigration card is issued by Migration (at the checkpoints of each city in the country) and is the identification document for foreigners within Colombian territory.

 
 

HOW LONG DOES THE MINISTRY TAKE A VISA?

The MRE has a term of between four (4) and eight (8) business days from the date of application.

 
 

WHAT ARE THE TYPES OF VISA?

Colombia offers 4 types of business visa:

NE1: Commercial management, economic exchange and investment realization.

NE2: Business establishment framed in international instruments.

NE3: As a head or representative of a foreign commercial office of a governmental nature.

NE4: As president or senior manager of a multinational company to make investments and generate business.

The business visas described above are transit visas for specific temporary activities and do not allow a foreigner to reside in Colombia.

Additionally, there are 16 types of temporary visas:

TP1: Diplomatic officials or by virtue of international conventions or treaties.

TP2: Crew member or member of an international means of transport or a fishing or dredging vessel.

TP3: Student

TP4: Work

TP5: Religious

TP6: Volunteering

TP7: Pensioner, rentier, partner owner, medical treatment, property owner, exercise of trades or independent activities.

TP8: To carry out procedures for adoption of minors and to intervene in judicial or administrative proceedings.

TP9: Refugee

TP10: Spouse

TP11: Rest or recreation.

TP12: Participation in events, presentation of interviews and training.

TP13: Specialized technical assistance, with or without a work contract, to public or private entities.

TP14: Transit to a country other than the Republic of Colombia

TP15: Mercosur

TP16: Vacation-work program

Finally, a foreigner can also obtain COLOMBIAN RESIDENCE either by Colombian son, when he has 5 continuous years with a temporary visa, 3 years with a spouse visa, 2 years with a Mercosur visa or by foreign investment over six hundred and fifty (650) minimum wages current legal monthly.

 
 

WHAT CAN I DO IF I FIND MYSELF IN AN IRREGULAR PERMANENCE?

If you are staying irregularly, ask us how to resolve your immigration status through compliance with the regulatory requirements to obtain a special permit to stay in the country and apply for a new visa.

 
 

WHEN DO I LOSE THE RIGTH TO HAVE THE IMMIGRATION CARD?

When the visa holder in TP (temporary) categories, he / she is absent from the country for a term exceeding one hundred and eighty (180) continuous days. As for the Resident Visa, RE, will be lost if you are absent from the country for a period of two (2) continuous years.

 
 

WHAT IS THE DEADLINE FOR REGISTERING A VISA?

The registration must be made before Migración Colombia within fifteen (15) calendar days from its issuance.

 
 

WHAT TYPES OF VISAS ARE AUTHORIZED TO WORK?

The holders of the TP-9, TP-10, TP-15 and RE visas will be authorized to exercise any legal occupation in the country, including those that are developed by virtue of an employment relationship or contract.