For Profit Requirements

Legal means to formalize your company

View accurate information about the main legal means provided for in our legislation for the exercise of any business activity, as well as the most relevant features for each of these characteristics.

1. Number of individuals who can create the company:

Once the prospective employer has identified and established the business activity it is going to undertake, it must determine the number of people involved in the creation of the company, hence it will have two options in the face of such situation.

If the employer has decided to undertake its business or economic activity individually, it will have three possibilities: to exercise its business as a natural person, duly registered before the chamber; as a sole proprietorship; or as a sole shareholder in a Simplified Joint Stock Company.

Conversely, if the entrepreneur has decided to face the implementation of its business with two or more people, through any of the main forms of association, it will under such circumstances have the opportunity to choose between one of the trading partnerships, an associative labor enterprise, or an agrarian transformation company.

Documents required in order to register as a company with the CCB:

• Your personal ID.
• Single Fiscal Registrar (RUT) form.
• Forms available at the CCB’s offices.
• Unified Commercial and Social Registry (RUES) 2017 (spanish version).
• Additional registration form for other institutions (spanish version).

This form is used by the CCB to send information to the District Secretary of Revenue in order to complete the registration into the Fiscal Information Registrar (RIT), as long as your commercial activities will take place in Bogotá, and are taxed with the Industry and Trade Tax (ICA). Bear in mind that these forms must be filled out completely and signed by the individual or the company’s legal representative.

Recommendations when filling out the forms:

• Make sure that the name in the RUT form is identical to the one in the Single Enterprise and Social Registration Form (RUES), as well as in the additional registration form for the other institutions.
• Make sure that the telephone number in the RUT form is identical to the one in the RUES form, as well as in the additional registration form for the other institutions. All forms are available in all of the CCB’s Enterprise Sites.

2. Developing a company individually:

Entrepreneurs can formalize their companies under any of the following legal modalities:

• Individual Merchant
• Sole Proprietorship
• Joint Stock Companies

3. Development of a company made up of two or more individuals: should the entrepreneurs decide to carry out their economic activity jointly with one or more individuals, please consider the following:

Profit-oriented partnership modalities The most common profit-oriented partnership modalities include:

• Commercial Companies
• Limited Partnership
• Collective Partnership
• Anonymous Corporation
• Company Limited By Shares
• Associative Work Business
• Agricultural Transformation Companies

4. Establishment of the business:

as a structural element in corporate organization, it has been defined by the Commercial Code (spanish version) as a set of assets or goods organized by the entrepreneur in order to carry out the company’s purposes. A single person may own several commercial establishments and, in the same fashion, a single commercial establishment may belong to several individuals and may be used for the execution of several activities. In this matter, it is worth noting that commercial companies may carry out the purposes foreseen in their corporate purpose through the following kinds of establishments: Agencies; Branches; Establishments as such; According to commercial law, the commercial establishment is comprised by:

• The commercial name and the brands for products and services.
• The rights of entrepreneurs over inventions or industrial or artistic creations used in the establishment’s activities.
• The goods in the warehouse or being produced, loans and other similar amounts.
• The commercial rights and obligations derived from those activities that are inherent to the establishment, as long as they are not coming from agreements signed exclusively to the benefit of the owner of said establishments.
• Lease contracts and, in case of transfer o negotiation, the right to lease the real estate they operate from, if owned by the entrepreneur; and any indemnifications that the lessee is entitled to under the law.
• The right to prevent the deviation of clients and to the protection of goodwill.
• The furnitures and facilities. More information about how to register and create your company.

Non Profit Requirements

This registration applies to private, foreign legal persons, and foreign Non-For-Profit Non-Government Organizations (NGOs) located abroad, which establish permanent business operations or that wish to carry out their operations in Colombia; in it, they shall record the appointment of attorneys with the power to represent them legally.

The CCB carried out the registration and certification of private, foreign legal persons, and foreign Non-For-Profit Non-Government Organizations (NGOs) located abroad that were received from the Ministry of Interior, due to the competence assigned to it through Decree 19 of 2012, which was regulated by the Superintendence of Industry and Commerce through memos number 008 and 012 of 2012.

Said institutions can now request their certificate from any of our sites or centers.

Proceedings related to this registration: (Chambers of Commerce are only entitled to carrying out the following proceedings related to these NGOs).

• Registration of the certificate.
• Appointment of attorneys with powers to legally represent a foreign Non-For-Profit organization or an NGO which establish permanent business operations in Colombia (through a legalized public deed).
• Cancellation or revoking of the appointment of attorneys with powers to legally represent a foreign Non-For-Profit organization or an NGO which establish permanent business operations in Colombia (through a legalized public deed).
• Amendment of the powers granted to attorneys (through a legalized public deed).
• Amendment of the company’s main address in Colombia (through a legalized public deed).
• All other acts which must be registered in accordance with the law.

Entrepreneurs shall carry out these proceedings in person at any of our customer service centers, and shall be warned that the response time established by the Chamber of Commerce for this Registration is eight (8) work hours counted as of its filing. For further information, contact our Customer Response Line: (571) 3830330 or visit any of our offices. See here for step by step guides, documents, and further information on registering non-profits with the Colombian Chamber of Commerce.

See here for a full list of entities obliged to register with the Chamber of Commerce.

Requirements for registration:

• Application for registration signed by the legal representative, containing the date of the application, name, address, address, telephone, fax, air section of the entity and the entity that monitors and controls.
• Request and complete the annex signed by the legal representative.
• Original copy of the minutes of the constitution session, signed before a notary by the president and secretary who acted in the meeting and which must contain:
  • Creation or constitution of the entity.
  • Approval of statutes.
  • Election or designation of legal representative and other dignitaries. Statutes of the entity in authentic copy, also signed by the president and the secretary of the meeting and the legal representative, with seal of signature recognition and Content before a notary; must contain (Dcto 2150/95):
• Name, identification and address of the people who act as founding partners.
• The name of the entity indicating its nature.
• Home.
• The kind of legal entity.
• The object (must expressly indicate that it is a non-profit entity).
• The heritage, the way of making the contributions and provisions for the conformation, administration and management.
• Administrative bodies, determining their composition, mode of election or appointment, functions, deliberative quorum, decision maker, legal representative and faculties.
• The precise duration of the entity, the causes of dissolution and liquidation.
• The periodicity of ordinary meetings and the cases in which extraordinary meetings will be called.
• Procedure for liquidation once the entity is dissolved, indicating the destination of the remainder of the assets to an institution of common utility or non-profit that pursues similar purposes.
• The powers and obligations of the Statutory Auditor.
• Name and identification of administrators and legal representatives.
• Letters of acceptance of the designated managers in the constitution meeting, indicating the number of their identification document. If it is recorded in the minutes of such acceptance, this requirement is not necessary. ANNEX:
• List of names of the people that make up the entity, its identification and address.
• Appointments and acts that must be registered:
  • Constitution.
  • Reform of statutes.
  • Legal representatives and their substitutes.
  • Board of directors.
  • Monitoring Board.
  • Appeal Committee
  • Board of Directors.
  • Fiscal and substitute.
  • Fiscal and alternate auditor.
  • Internal control committee.
• Foundations:
  • Proof of the amount in the statutes of the contributions.
  • Your address must be indefinite.

  • Books:

    I. Of associates.

    II. Of minutes of Assembly and Board of Directors.

    III. Accounting (for foundations, in addition to the previous ones).

See page 24 of this pdf guide to non profits for a model constitution and detailed walk through of establishing a non-profit in Colombia (in Spanish).

Sources

• Steps or requirements to create a commercial partnership
• Practical Guide to Non Profits
• Colombia Chamber of Commerce Guides to For Profit Establishment
• Colombia Chamber of Commerce Guides to Non Profit Establishment