¿How to incorporate a company?

Companies are vehicles for developing businesses. Fortunately, in Colombia it is not complicated or time-consuming to set up a company. However, there are a few steps to consider for a smooth incorporation.

At Pinzón Pinzón & Asociados we want to share our experience with forming companies so that you and your partners can formalize your company without major headaches.

The steps that we consider most relevant are:

1. Choose the type of company to be used. In 99% of cases we recommend that it be a S.A.S.

2. Define the name of the company and check if it already exists (you can check here).

3. Be clear about the activities that are going to be developed in the company. It is important that you think about which ones you are going to start with and which ones you might eventually develop into.

4. Clarify who will be shareholders of the company and in what percentages. Remember that in Colombia it is possible to form companies with a single shareholder.

5. Define the subscribed and authorized capital. The first is the effective capital of the company. The second is the maximum capital to be reached. Both can be modified, but the authorized capital needs a statutory reform to change it.

6. Determine who will be the legal representative of the company. It can be several people, even shareholders.

7. With this basic information it is possible to prepare the bylaws of the company. It is possible that the shareholders establish special clauses or specific restrictions. For this we recommend consulting an expert.

8. Fill out the RUES form with the basic information of the company (you can find it here)

9. Normally, the person who is going to be the legal representative is the one who carries out the procedures for the incorporation of the company. In this case, the other shareholders must empower the legal representative to carry out the incorporation. This can change depending on the case.

10. Whoever is going to establish the company must file the following documentation with the Chamber of Commerce:

1. Bylaws

2. RUES form

3. Power of Attorney

11. At the Chamber of Commerce they will fill out the pre-RUT and the recognition of the bylaws’ content.

12. Upon delivery of the documentation, the incorporation takes between 1-5 business days. Once the company is incorporated, the legal representative must collect the RUT at the Chamber of Commerce.

13. With the RUT and the digital signature registered with the DIAN, the legal representative can open the company’s bank account in order to start billing.

If you have questions on the subject, at Pinzón Pinzón & Asociados we have expert lawyers who are willing to be your ally to carry out these procedures so that you can dedicate yourself to what is important: your business.