You do not need a Colombian partner. You do not need to fly to Bogotá. You do not need minimum capital. And, contrary to a great deal of confident English-language content, you do not need a Colombian legal representative for a Colombian company.
What you do need is to pick the right vehicle, because the two realistic options carry very different liability profiles, and to get the capital into the country through a channel that registers the investment. The second point is not optional and it is covered separately in registering foreign investment with the Banco de la República.
Figures verified 9 September 2026.
SAS or sucursal: which one do foreign investors actually use?
For most inbound investment, the answer is the SAS, the Sociedad por Acciones Simplificada. The sucursal, a branch of the foreign company, is the right answer in a narrower set of cases.
| SAS | Sucursal (branch) | |
|---|---|---|
| Legal personality | Separate Colombian legal person | None. It is an extension of the parent |
| Parent liability | Limited to capital contributed | The head office answers for the branch’s obligations |
| Minimum capital | None | Assigned capital fixed in the parent’s resolution |
| Owners required | One shareholder is enough | N/A, it has a parent |
| Constitution instrument | Private document, unless real property is contributed as capital | Public deed protocolising the parent’s documents |
| Bylaws | Its own, drafted freely | The parent’s, adapted locally |
| Foreign non-resident legal representative | Permitted | Restricted for certain activities, see below |
| Revisor fiscal | Only where statutory thresholds are met | Required |
| Set-up burden | Light | Heavier, and slower |
The structural point behind the table: a SAS ring-fences the parent. A branch does not. If a Colombian counterparty sues the branch, they are suing your head office. For most investors that alone settles it.
Branches earn their place where a counterparty or regulator specifically requires the parent to stand behind the Colombian operation, where a public tender demands it, or in the extractive sector, where a distinct exchange regime applies. More on that below.
How do you actually incorporate a SAS from abroad?
Six steps, none of which require you to be in the country.
1. Name and activity. Check availability in RUES, choose the CIIU activity code and the corporate domicile. The domicile matters because it determines which Cámara de Comercio you register with and which municipality charges you ICA.
2. The constitution document. A SAS is created by private document, not by public deed. The exception is where real property is contributed as capital, in which case notarisation is mandatory.
3. Cámara de Comercio. File the constitution document with the chamber for your domicile, together with the pre-RUT and unified business forms. Chamber registration fees scale with declared capital, so ask for a quote based on your actual figure rather than working from a blog’s flat number.
4. NIT and RUT. The chamber transmits the file to DIAN, which issues the NIT (tax identification number) and the definitive RUT (tax registry). You then activate the DIAN account and enable electronic invoicing, which is not optional in Colombia.
5. Bank account. Opened with the certificate of existence and legal representation, the RUT, and the legal representative’s identification. Expect real compliance friction here if the shareholder and the representative are both foreign. Banks apply their own onboarding standards well beyond what the law requires, and this step, not the incorporation, is usually what determines your timeline.
6. Social security registrations, if you are going to hire: ARL, EPS, pension and caja de compensación.
Do I have to be in Colombia to sign?
No. Supersociedades has confirmed that authentication of the constitution document may be carried out by the constituent directly or through an authorised representative, and that a foreign person may grant power to a lawyer to act for them.
The practical requirement is that a power of attorney granted abroad must be apostilled under the Hague Convention, or consularised where the Apostille does not apply. Budget a week or two for that, depending on your country’s apostille service. It is usually the long pole in the schedule.
The legal representative question, which is widely got wrong
Here is the claim you will read repeatedly online: a Colombian company must have a Colombian legal representative.
That is not correct for a SAS.
A foreign non-resident may serve as legal representative of a Colombian company. Supersociedades’ position, as reported in the Colombian legal press, is that a Colombian corporation may appoint a foreigner as legal representative, and that person may or may not reside in the country. The appointment has to be recorded in the corporate books and registered in the commercial registry to be enforceable against third parties, but there is no nationality bar.
The provision people are half-remembering is Article 473 of the Código de Comercio, which requires a Colombian national representative in specified cases. That article applies to branches of foreign companies, in activities touching public interest or national security such as public utilities. It does not apply to locally incorporated Colombian companies.
If an adviser tells you your SAS needs a Colombian national as legal representative as a matter of company law, ask them to cite the provision. This distinction is worth real money, because “we’ll provide a nominee representative” is a recurring line item on incorporation quotes sold to foreigners.
Two genuine caveats, though, and we are not going to soften them:
- The legal representative carries personal exposure for the company’s tax and corporate compliance. Appointing a non-resident who is not paying attention is a bad idea regardless of what the law permits.
- Whether a non-resident foreigner can lawfully perform the role from inside Colombia without a work-authorising visa is an immigration question, and it is separate from the corporate one. Corporate law permitting the appointment is not the same as immigration law permitting the work. Check both.
What is different about a branch?
Three things beyond the liability point.
Formation is heavier. The parent must protocolise an opening deed attaching its founding act, its bylaws, the board resolution authorising Colombian operations, and its certificate of existence and legal representation. Every one of those documents has to be apostilled and officially translated. Then it registers with the Cámara de Comercio and obtains the NIT and RUT like any other taxpayer.
A revisor fiscal is required. For a SAS, statutory audit is threshold-dependent, and we are not publishing the thresholds here because they are tied to figures we have not verified for 2026. For a branch it is a fixed requirement, performed by a Colombian CPA. That is a real recurring cost to include in the model.
There is a special exchange regime for extractive branches. Branches engaged in the exploration and exploitation of petroleum, natural gas, coal, ferronickel and uranium sit under a distinct régimen cambiario especial set by the Banco de la República’s board, rather than the ordinary regime. The practical consequence is different treatment of supplementary investment to the assigned capital, including capital availabilities in the form of goods and services rather than only currency contributions. If you are in that sector, this is a specialist matter from day one and not something to handle from a general guide.
How do the two compare on tax?
Less than you might hope, which is why liability usually decides it.
| SAS | Sucursal | |
|---|---|---|
| Corporate income tax | 35% | 35% |
| Tasa mínima de tributación | 15% floor on financial profit | 15% floor on financial profit |
| IVA | 19% general, 5% reduced | 19% general, 5% reduced |
| ICA | Municipal, 2–7 per mil industrial, 2–10 per mil commercial and services; Bogotá 4.14–13.8 per mil | Same |
| GMF | 0.4% on financial withdrawals | 0.4% on financial withdrawals |
| Getting profit to the foreign owner | Dividend, 20% withholding for non-residents | Profit attribution to head office, confirm current treatment |
| Charges paid to the foreign parent | Withholding on payments abroad at 20% and 15% by payment type | Same, plus scrutiny of intra-entity charges |
Both vehicles pay 35% corporate income tax. Financial institutions carry an additional 5 points for 2023 to 2027 where income is at least 120,000 UVT, and hydroelectric generators an additional 3 points for 2023 to 2026.
Two points that change the real number.
Dividends to a non-resident carry 20% withholding, so a SAS distributing all its profit to a foreign shareholder produces a combined burden of roughly 48% on pre-tax profit: 35% at the company, then 20% of the remaining 65%. If the profits distributed were not taxed at company level, an equalisation charge applies the 35% rate to the gross dividend first and the 20% then applies to the remainder, which also lands at an effective 48%. That second case catches investors who assumed a company-level benefit would flow through. It does not. See dividend withholding for foreign shareholders.
We are deliberately not asserting how branch profit remittances are treated on the same facts. Confirm it for your structure before you model an exit. The branch’s lack of separate legal personality changes both the corporate and the exchange analysis, and it is not a safe assumption that it mirrors the dividend route.
What about the Régimen Simple?
The Régimen Simple de Tributación has a ceiling of 100,000 UVT, which at UVT 2026 of $52,374 is $5,237,400,000, and an opt-in deadline of 27 February 2026. It replaces income tax, consolidated ICA and the consumption tax, but not IVA. That last point trips up a lot of people.
Two things we will not do here. We will not publish an RST rate table, because two incompatible sets of professional-services rates are currently circulating and we are not prepared to pick one. And we will not tell you that a foreign-owned company can or cannot use the regime, because eligibility where a non-resident shareholder is involved is exactly the kind of question that needs to be answered for your specific shareholding rather than in the abstract. Ask before you elect.
How to choose, in six lines
- The SAS is the default for foreign investors. One shareholder, no minimum capital, private document, no need to attend.
- A branch does not ring-fence the parent. Choose it deliberately, not by accident.
- A foreign non-resident can be the legal representative of a SAS. The Colombian-national rule in Article 473 C.Co. applies to branches. Do not pay for a nominee you do not need.
- The tax rates are the same either way. 35% corporate, 15% minimum tax floor, 20% dividend withholding to non-residents, roughly 48% all-in on distributed profit.
- Capitalisation must be channelled properly or you will not be able to get the money back out. That is a separate and non-negotiable step.
- The bank account, not the incorporation, sets your timeline. Start it early.
The Colombian Accountant sets up and runs Colombian entities for foreign owners: incorporation and RUT, getting the capital in through a channel that registers the investment, monthly compliance and electronic invoicing, payroll, and the annual return. If you are deciding between a SAS and a branch, or you have an entity that was set up without the exchange side being handled, talk to us.
Frequently asked questions
Do I need a Colombian partner to open a company in Colombia? No. A SAS can have a single shareholder, and that shareholder can be a foreign individual or a foreign company. There is no local ownership requirement.
How much capital do I need? There is no statutory minimum for a SAS. You must declare authorised, subscribed and paid capital, but the law does not set a floor. Set it at a level that is credible for your operation and for your bank’s onboarding, and remember that chamber fees scale with the figure.
Can a foreigner who lives abroad be the legal representative? Yes, for a Colombian company. Supersociedades has confirmed a foreigner may be legal representative and may or may not reside in Colombia. The appointment must be recorded in the corporate books and the commercial registry. The Colombian-national requirement in Article 473 C.Co. is a branch rule. Note separately that actually performing the role from inside Colombia raises an immigration question.
How do I get a NIT as a foreigner? For the company, the NIT and definitive RUT are issued by DIAN through the Cámara de Comercio filing. For yourself as a foreign shareholder or representative, you will generally need your own Colombian tax identification, and the requirements differ depending on whether you hold a cédula de extranjería. Handle it at the same time as the incorporation rather than afterwards.
Is a branch taxed more heavily than a SAS? Not on the headline rates. Both pay 35% corporate income tax and face the same 15% minimum tax floor, the same IVA and the same ICA. The differences show up in the audit requirement, in how profit reaches the foreign owner, and above all in liability, since a branch leaves the parent exposed.
This article is general information, not tax or legal advice. Colombian tax law changed materially between December 2025 and September 2026, including a rejected reform, two economic emergencies, and Constitutional Court rulings that struck or suspended several decrees. Figures were verified on 9 September 2026 and address the rules in force for 2026 and the AG2025 return. Confirm current figures, statutory audit thresholds and your own position with a qualified professional before acting.