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FAQ

1. Business in Colombia

WHAT IS A CHAMBER OF COMMERCE?

A chamber of commerce is a legal institution with legal personality, created by the National Government to protect the interests of traders in a given geographical region.

WHAT IS THE COMMERCIAL REGISTRATION?

It is the registration that merchants, whether natural or legal persons, and commercial establishments must make in the Chambers of Commerce with jurisdiction in the place where they will develop their activity and where the commercial establishment will operate in order to comply with one of the commercial obligations set forth in the Code of Commerce.

WHAT IS A COMMERCIAL ESTABLISHMENT?

As defined in Article 515 of the Commercial Code, a commercial establishment is understood as a set of goods (chairs, tables, merchandise, 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 persons and be used for the development of various commercial activities. Examples of commercial establishments are: store, pharmacy, dressmaking shop, etc.

THE COMMERCIAL NAME OF THE COMPANY MUST CORRESPOND TO THE COMPANY NAME THAT APPEARS IN THE CHAMBER OF COMMERCE?

As defined in Article 515 of the Commercial Code, a commercial establishment is understood as a set of goods (chairs, tables, merchandise, 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 persons and be used for the development of various commercial activities. Examples of commercial establishments are: store, pharmacy, dressmaking shop, etc.

WHAT IS RUT?

The Single Tax Registry, RUT, is the database of taxpayers maintained by the National Tax and Customs Directorate (DIAN) at the national level, which includes basic information on taxpayers for statistical and control purposes.

WHAT IS NIT?

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

WHAT IS RNT?

The National Tourism Registry, RNT, is a process carried out before the Ministry of Commerce, Industry and Tourism, as an instrument for the promotion, development, inspection, surveillance and control of tourism activities. All tourism service providers must have the RNT in force, which endorses and authorizes them to operate.

WHAT IS THE BUSINESS PLAN?

The business plan is a written document in which the objectives that the entrepreneur wants to achieve in his company in the short, medium and long term are clearly and concretely expressed. It allows him to make a technical, social and economic assessment of the different alternatives, and to establish the different strategies to be implemented to achieve them.

General Partnership (Articles 294 to 322 of the Code of Commerce)

- It is constituted by means of a public deed between two or more partners who are jointly, unlimited and subsidiarily liable for all corporate operations.
- When this type of company is incorporated, the duration of the company must be defined in the public deed (as long as the partners wish).
- The partners may delegate the administration of the company to other persons outside the company, but they lose the possibility of managing the company's business.
- Each partner must deliver its contributions in capital, in kind or with work, thus defining the capital stock of the company, 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 cannot be included in the corporate name.

Sociedad Comandita Simple (S. en C.) (Articles 323 to 342 of the Code of Commerce)

- It is constituted by public deed between one or more managing partners and one or more limited partners or capitalists.
- The managing partners are jointly and severally, unlimitedly and directly liable for the operations and the capitalist or limited partners are only liable for their respective contributions.
- When this type of company is incorporated, the duration of the company must be defined in the public deed.
- Only the managing partners may administer the company or delegate this administration to third parties, which cannot be done by the capital partners.
- The capitalist or limited partners contribute capital, while the managing partners contribute the administration of the capital and the development of the business.
- The corporate name of these companies must be clear, which is formed exclusively with the full name or only the last name of one or more limited partners or managers, followed by the word "and company" or its abbreviation "& Cía." and followed by the abbreviation S. en C.

Sociedad Comandita por Acciones (S.C.A.) (articles 323 to 336 and 343 to 352 of the Code of Commerce)

- It is formed by public deed between one or more managing partners and at least five capitalist or limited partners.
- The managing partners are jointly and severally, unlimitedly and directly liable for the operations and the capital partners are only liable for their respective contributions.
- When this type of company is incorporated, the duration of the company must be defined in the public deed.
- Only the managing partners may administer the company or delegate this administration to third parties, which cannot be done by the capital partners.
- The 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 of industry, which is not part of the capital.
- The corporate name of these companies must be clear, which is formed exclusively with the full name or only surname of one or more general partners, followed by the word "and company" or its abbreviation "& Cía." followed in any case by the words "Sociedad en Comandita por Acciones" or its abbreviation S.C.A.

4. Simplified Joint Stock Company (Sociedad por Acciones Simplificada, S.A.S.) (Law 1258 of 2008)

- It is constituted by means of a private document before the chamber of commerce or public deed before a notary public with one or more shareholders who are liable up to the amount of the capital they have provided to the company.
- The private incorporation document must define the name, identity document and domicile of the shareholders; the main domicile of the company and that of the different branches that may be established, as well as the authorized, subscribed and paid-in capital, the class, number and nominal value of the shares representing the capital and the form and terms in which these must be paid.
- The organizational structure of the corporation, its administration and the operation of its organs may 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 "Sociedad por Acciones Simplificada", or by the letters S.A.S.

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

- It is constituted by public deed between a minimum of two partners and a maximum of twenty-five, who respond with their respective contributions, and in some cases according to the Code of Commerce (arts. 354, 355 and 357) unlimited and joint and several liability may be authorized for one 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 bylaws.
- The capital is represented in quotas of equal value which, for their assignment, may be sold or transferred under the conditions provided by law or in the respective bylaws.
- Whatever the name of the corporation, it must be followed by the word "Limitada" or its abbreviation "Ltda." which, if not clarified in the bylaws, shall make the associates jointly and unlimitedly liable.

6. Corporations (S.A.) (arts. 373 to 460 of the Commercial Code)

- It is constituted by means of a public deed between at least five shareholders who are liable up to the amount or respective capital contribution they have provided for the corporation.
- The duration of the company must be defined in the public deed and must be expressed in its founding document or bylaws.
- The administration of this company is carried out by the general assembly of shareholders who define the statutory auditor 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.
- The capital is represented in shares of equal value that are negotiable securities, all of which is the authorized capital and it must be clarified how much of this is subscribed capital and how much is paid-in capital.
- Its corporate name will be the denomination defined by its shareholders but followed by the words "Sociedad Anónima" or "Sociedad Anónima".
words "Sociedad Anónima" or its abbreviation S.A.

7. Sole Proprietorship (Sole Proprietorship) (Law 222 of 1995, arts. 71 to 81)

- It is the individual, one and only one person that is constituted as a businessman by means of a deed or private document before the chamber of commerce or before a notary with the due recognition of signature and content of the document.
- It is enough with the commercial registry to be a legal person, who will respond limited with the assets, quotas of equal nominal value, described in the constitutive document.
- It is up to the incorporator to manage the company or to delegate it to a third party, in which case the initial entrepreneur may not perform acts or contracts in the name of the sole proprietorship.
- This may have a corporate name followed by the phrase "Sole Proprietorship" or its abbreviation "E.U." under penalty that the entrepreneur will be unlimitedly liable with its patrimony.

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

- It is constituted by means of a deed, articles of incorporation or bylaws before a notary or judge with due recognition of signature and content of the document.
- Its members shall be a minimum of three and a maximum of ten if it is for the production of goods, because if it is a service company, its members shall be a maximum of twenty.
- All of them will be represented by their labor contribution and additionally in kind or goods and will respond according to the rules of the Commercial Code.
- Particularly this company constituted with its legal entity must be registered before the Ministry of Social Protection.
- The duration must be clearly determined and its capital is expressed in labor contributions, technology, industrial or intellectual property duly registered, assets and money. An executive director will be the legal representative of this type of company and will do as ordered by the bylaws, created by the board of associates.
- The corporate name must be accompanied with the denomination "Empresa Asociativa de Trabajo" or the abbreviation E.A.T.

2. Apostille and Legalization

The apostille is the legalization of the signature of a public official validating 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 is a party to the 1961 Hague Convention on the Abolition of Legalization for Foreign Public Documents.

Legalization consists of certifying the legitimacy of the signature of a public official in the exercise of his functions, which has not been previously registered in the database of the Colombian Ministry of Foreign Affairs or of the competent entity of the country where it was issued, in order for the document to be valid internationally. 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 a party to the 1961 Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents.

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 Colombian Ministry of Foreign Affairs.

Translations

Legal translation consists of interpreting the contents expressed in one language and translating them into another, in a manner appropriate 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 (drafted to legally regulate a specific contractual relationship between individuals or companies).

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 in comparative law. It is not enough, therefore, 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. In addition to the two languages, it is necessary to have a perfect command of the two legal systems involved (that of the original text and that of the country of the target language) in order to avoid making regrettable mistakes with serious legal consequences for the addressees of the translation.

The professional legal translator must have a solid academic background in law. But, at the same time, he/she will face multiple translation challenges throughout the text, so a solid background in the field of translation is also necessary. In addition, specialization in certain areas, such as education, finance, business, etc., is essential to be able to guarantee quality work in such complex subjects.

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

4. Visas

WHAT IS THE COLOMBIAN VISA?

The visa is the authorization granted to a foreigner to enter and stay legally in Colombia, a requirement to obtain the foreigner’s identity card. The visa process is carried out in Bogota before the MRE through our management.

WHAT IS THE CÉDULA DE EXTRANJERÍA?

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

HOW LONG DOES IT TAKE FOR THE MINISTRY TO GRANT A VISA?

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

WHAT IS THE DEADLINE TO REGISTER A VISA?

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

WHAT TYPES OF VISAS ARE AUTHORIZED TO WORK?

Holders of TP-9, TP-10, TP-15 and RE visas will be authorized to engage in any lawful occupation in the country, including those carried out under an employment relationship or contract.

WHAT ARE THE TYPES OF VISAS?

Colombia offers 4 business visa modalities:

NE1: Commercial negotiations, economic exchange and making investments.

NE2: Establishment of business within the framework of international instruments.

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

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 under international conventions or treaties.

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

TP3: Student

TP4: Worker

TP5: Religious

TP6: Volunteer

TP7: Pensioner, annuitant, partner-owner, medical treatment, owner of real estate, exercise of independent trades or activities.

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

TP9: Refugee

TP10: Spouse

TP11: Rest or leisure.

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

TP13: Specialized technical assistance, with or without 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 may also obtain COLOMBIAN RESIDENCE either for a Colombian child, when he/she has been in Colombia for 5 continuous years with temporary visa, 3 years with spouse visa, 2 years with Mercosur visa or for foreign investment over six hundred and fifty (650) legal monthly minimum wages in force.

WHAT CAN I DO IF I AM ON AN IRREGULAR STAY?

If you are in an irregular stay, ask us how to resolve your immigration status by complying with the regulatory requirements in order to obtain a special permit to stay in the country and apply for a new visa.

WHEN IS THE RIGHT TO HAVE A CÉDULA DE EXTRANJERÍA LOST?

When the holder of a TP (temporary) visa is absent from the country for more than one hundred eighty (180) continuous days. As for the Resident Visa, RE, it will be lost if he/she is absent from the country for a term of two (2) continuous years.

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

It is necessary to obtain the Colombian visa corresponding to the activity you are going to perform in the country. Expatgroup.co can represent and advise you in this process.

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