Colombia: Governing Laws/Bylaw Requirements

For Profit Requirements The constitution can be made by any of the following alternatives:

2.1 Incorporation Act: in addition to the essential requirements of the act, established in Guide 6 available at, must be contain the following:

  • Name, identity document and municipality corresponding to address of each of the constituents. The terms and information of address and residence do not supplement the domicile requirement.
  • Approval of the statutes indicating the number of votes in favor and in against or unanimity, if it is the case.
  • Election and approval of the legal representative and of all the organs of administration including the reviewer? scal, in case of creating the position, with number of votes for and against or unanimity, if applicable.
  • Signature of president and secretary with diligence of recognition of content and? rma before a notary or judge. In case of naming commission for
  • Approve the minutes, the designated ones must subscribe said document. The statutes can be transcribed in the text of the act or present them as an annex with the sign of president and secretary. It is important that the statutes have the same date of the minutes, otherwise they will be returned, and at least, the following information(Article 40 of Decree 2150 of 1995):
  • Name of the entity preceded by the legal name corresponding to its nature: “association” or “corporation” (literal a, Article 3 of Decree 1529 of 1990 and numeral 2, Article 40 of the Decree 2150 of 1995). Prior consultation of name must be carried out to avoid homonymy in the name and acronym.
  • Domicile: corresponding to a municipality within the jurisdiction of the Chamber of Commerce of Medellín for Antioquia (literal b, article 3 of the Decree 1529 of 1990). The terms and address and residence information do not they meet the requirement of domicile that expressly requires the name of the municipality where the entity will be located.
  • Address, telephone number and fax number of the legal entity (Article 1 of the Decree 0427 of 1996 and article 2 of Decree 1529 of 1990).
  • Class of legal entity: expressly indicate that it is an Entity without Courage and that corresponds to an association or corporation (literal d, Article 3 of Decree 1529 of 1990 and numeral 3, Article 40 of the Decree 2150 of 1995).
  • Number of constituents (minimum two): they can be natural persons or legal (Article 633 to 652 of the Civil Code).
  • Duration: define what its validity will be (Numeral 8, Article 40 of the Decree 2150 of 1995 and paragraph 1, article 1 of Decree 0427 of 1996).
  • Objective: purpose of the entity relating the activities to be developed, which must be altruistic or of benefit in favor of the associates or of a guild (numeral 4, article 40 of Decree 2150 of 1995). The activities can be of promotion, defense and promotion of interests of the associates or have environmental, cultural, bene? cience, unions, scientists and recreation.
  • Patrimony and way of making the contributions: indicate if the contributions are in money or in kind. It is not necessary to determine the amount thereof, but its composition (numeral 5, article 40 of Decree 2150-95).
  • Form of administration: establish the highest body of the entity, the legal representation and if it is the will of the associates or corporates to create the board of directors, the board of directors or whoever meets their functions, under the name established in the statutes. For each of the organs it is necessary to indicate their composition, mode of selection or designation, its faculties and functions (literal e, article 3 of decree 1529 1990).
  • Assembly of associates or corporates: periodicity of meetings of the highest body, and events for which they will be convened extraordinary sessions (numeral 7, article 40 of Decree 2150 of 1995).
  • Deliberative Quorum: minimum number of people required to start a meeting.
  • Decision-making majorities: minimum number of votes required for approve a decision
  • Legal representation: dean the legal representative, whether or not he will have a substitute and determine the following:
    • Name, surnames and identity document number.
    • Functions and faculties.
    • Form of designation or election.
    • Letter of acceptance to the position by the designee.
    • Legible copy of the certificate or indication of the date of issue of the same
  • Board of directors or board of directors or executive: it is optional, not there is a norm that requires it, in case of creating it, it is necessary to inform the following:
    • Composition, mode of choice, functions and faculties.
    • Append letter of acceptance of the appointees, indicating the identification number (article 42 of Decree 2150 of 1995) and legible copy of the card.
  • Control bodies: the control body subject to registration is the scalper, which is not mandatory creation and appointment, however, if in the statutes regulate their faculties and obligations, their appointment in the act or constitution document. The financial reviewer should be a certified public accountant with their respective registration number (numeral 10, article 40 of Decree 2150 of 1995).
  • Causes of dissolution:
    • By decision of the assembly (numeral 8, article 40 of Decree 2150 of nineteen ninety five).
    • When the legal status is canceled (Article 17 of Decree 1529 1990). (Once declared dissolved, the entity will retain its legal capacity only to perform the necessary acts for its liquidation.)
  • Liquidation: to carry out the liquidation, once the entity is dissolved, it is necessary to determine the following (numeral 9, article 40 of Decree 2150 of nineteen ninety five):
    • Appointment of the liquidator, who will publish three notices in a newspaper of wide national circulation, leaving between one and the other, a term of fifteen (15) days in which you will inform about the process of liquidation (article 19 of Decree 1529 of 1990). The settlement is shall effect fifteen (15) days after the publication of the last notice (Article 20 of Decree 1529 of 1990).
    • Payment of obligations contracted with third parties, observing the provisions on priority of credits. If there is a remnant of assets, this will go to a Non-Profit Entity chosen by the for such, or a similar according to the statutes. If the statutes do not regulate destination of the remnant, will pass to a beneficent entity (article 20 of Decree 1529 of 1990).

2.2 Constitution by private document In addition to the statutory requirements, the document must be signed by all constituents diligently acknowledge content and Notify before a notary or judge and contain the following information:

  • Name, identification number and address of all constituents.
  • Manifestation of will to constitute an Entity without encouragement Profit.
  • Appointments of the positions created in the statutes.

2.3_ Constitution by public deed: In addition to the content requirements for the private document, the writing must be signed by all constituents and is only necessary if real estate is contributed.

Further Reading: Requirements for the constitution and registration of associations and corporations

Non Profit Requirements

The meeting or assembly of constitution is the meeting that must be held by all natural persons, whether acting on their own behalf or on behalf of other natural or legal persons, who have the will to associate and give birth to a legal entity without the intention of profit. In the case of foundations, this decision can emanate from a single founder and its decision can be expressed in the act or constitution document of the foundation.

The assembly can be held anywhere, even different from the main domicile of the entity that is constituted, and to develop it, the following steps should be taken into account:

Step 1. Indicate the city and the place of the meeting, that is, determine where the founders or constituents of the entity are located and which will start the meeting.

Step 2. Prepare a list of the people who attend the meeting and have the quality of founders or constituents, indicating their number of another, as well as the place where they are domiciled, that is, the city or municipality where they normally develop your activities (do not indicate the address of the house).

Step 3. Choose who will lead the meeting among all the attendees, that is, who will act as president, who will be in charge of giving the floor and establishing order; likewise, elect a secretary of the meeting, who will be the one who takes note of the interventions of the assistants and helps in the preparation of the respective minutes.

Step 4. Study and choose the type of entity that they wish to establish (a foundation, corporation or association or an entity of the solidarity sector or a citizen oversight), that fits the interests of the objective to develop and expressly express their willingness to constitute it or create it

Step 5. Prepare and propose the bylaws or list of provisions that give rise to the entity (see C. Statutes, page 26), which must be prepared in accordance with the special rules that regulate the type of entity to be constituted.

Step 6. Read the statutes drawn up and submit them for consideration to the attendees of the constitution meeting, for them to give their approval. Indicate the number of votes with which the bylaws are approved and determine what percentage represents against the total votes.

Step 7. Carry out the appointment of managers, legal representatives and Establish the number of votes with which they are appointed, indicate the name and record the acceptance of the appointments, if the elected persons are present at the meeting. If they are not present, attach a letter of acceptance of the charge.

Step 8. Draw up the minutes of the constitution meeting, which must contain all the information of what happened at the meeting and which is directly related to the act of incorporation of the non-profit entity (see B. Model of act of incorporation, page 23).

Step 9. Prepared the constitution minutes, which may include the bylaws, or simply make reference to the fact that they form part of the minutes (written in the attached document), submit it to the constitution assembly for consideration, that is, read it to the attendees. to the meeting and record its approval, by the respective body, or by the designated persons

Step 10. secretary of the meeting, who must also advance a personal presentation before a judge, notary or before the secretary of the Chamber of Commerce (this requirement is required for foundations, associations or corporations) and send it with the statutes to registration to the corresponding entity, to obtain legal status, that is, to be born to legal life. In the case of entities in the solidary sector, the documentary participation in the act of incorporation and for its registration in the Chamber of Commerce, requires a personal presentation before a judge, notary, or before the Secretary of the Chamber of Commerce and they do not require personal presentation.

Note. If the ESAL is one of those registered in the chambers of commerce (see table 2.1, page 43), the act of incorporation, the bylaws and other documents must be sent to the chamber of commerce that operates or has jurisdiction, in the place of the principal domicile of the non-profit entity constituted.

Once the articles of incorporation, bylaws and other documents for the constitution of a non-profit entity have been submitted to the Chamber of Commerce of Bogotá, the forms for registration in the Chamber of Commerce must be acquired and filled out. to know:

  • Form for Single Business and Social Registration (RUES)
  • Additional Form for registration in other entities
  • Request the Unique Tax Registration (RUT) before the Directorate of National Customs (DIAN) or download the pre RUT of the website of said authority, which can also be purchased at the customer service windows of the Chamber of Commerce. If the not-for-profit entity set up is not one that must be registered with the Chamber of Commerce, for reasons of competence, the same documents must be sent to the competent government entity that exercises the corresponding inspection, control and oversight functions ( see table 2.9, page 49).

Once the ESAL is registered in the corresponding chamber of commerce, it must be sent, for purposes of surveillance, within ten (10) business days following the date of registration, copy of the certificate of incorporation, issued by the Chamber of Commerce, to the entity that exercises inspection, control and surveillance.

In all cases, when an ESAL is constituted and should not be registered in the Chamber of Commerce, it must register with the DIAN, to existence and legal representation issued by the government entity that granted legal status.

See page 24 of this pdf guide to non profits for a model constitution (in Spanish).


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