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Steps to Establish a Branch of a Foreign Company in Colombia

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These are the steps to start up a foreign company branch:

Step 1: Documents required to establish the branch of a foreign company:

Establish foreign company branch

  • Certificate of incorporation and legal representation of the parent company, issued by the compentent authority of the country of incorporation. In case of a natural person, a copy of the passport must be provided.
  • Power of attorney authorizing a representative to act on behalf of the parent company.
  • Bylaws of the parent company.
  • Resolution from the relevant organ of the parent company authorizing the opening of its branch in Colombia, indicating at least the following information:
    • Main business purpose of the branch
    • The amount of capital allocated to the branch
    • Address
    • Duration
    • The grounds for termination of the business.
    • The appointment of a legal representative and powers
    • The appointment of an auditor

The aforementioned documents must have the legalization process established according to Colombian legislation, which consists of the following:

  • The authentication thereof by a public notary, which certifies the legal representation, authenticity of the document and the existence of the Company.
  • The validation of the document by the Colombian consul.
  • The acknowledgement of the Ministry of Foreign Affairs of Colombia.
  • The translation of these documents into Spanish when and where necessary, by an official translator certified in Colombia.
  • The above steps do not apply if the country is a member of the Hague Convention, in which case the documents only require notarization and "Apostille". It is possible that translation is required in some cases.

Step 2: Formalize a public document:

All the aforementioned documents will be required for this step. The public deed must be signed by the representative of the foreign company in Colombia.

The notary fee for signing the public deed is 2.7 and 3.0 per every thousand COP of the assigned capital value.


Step 3: Acceptance letters of the representatives of the branch:

Letters of acceptance must be obtained from the representatives approved in the bylaws of the company, such as the legal representative and his/her deputy. Such letters should include the full name of the person accepting the position, title, document, identification number and signature.


Step 4: Get a Unique Tax Registry (RUT-Registro Unico Tributario for its acronym in Spanish)

This procedure may be done personally or through a representative at the Tax Office, in order to obtain the NIT (Taxpayer Identification Number) of the branch.

The bylaws, letters of acceptance, and additional forms for tax purposes (RUT and NIT if any) must be filled out indicating the taxes to which the company is subject to and must be registered with the Chamber of Commerce assigned to the address where the branch is located.

Registry in the Chamber of Commerce is subject to payment of registration tax, equivalent to 0.7% of the amount of capital allocated to the branch. This registration must be renewed annually in the Chamber of Commerce. Fees are determinate on the following link.


Step 5: File the Company’s Ledgers and other corporate books at the Chamber of Commerce

Every branch must have accounting books, including:

  • Daily Journal Entries
  • Balance sheet
  • The cost to register the trade books is the 1.74% of the MMLW for 2.017 equivalent to COP 10.700 (USD 3.2 considering an exchange rate of COP 3.000 per USD)

Step 6: Open an bank account at the bank of your choice

Every new branch must open a bank account. Investors will deposit the capital in this account.

For further information on Colombia’s financial entities, please visit the Financial Superintendencewhich is the regulatory entitiy of the financial system.


Step 7: Register the foreign investment with the Central Bank

Once the investment is made, that is, once the initial capital assigned is registered by the company, any subsequent capital increases must be registered with the Central Bank (Banco de la República). The registry process varies according to the destination of the funds. For further information on this process, visit the hyperlink of how to register an investment.

Corporate_Regulations.pdf
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Proexport Colombia  is the bureau in charge of tourism, foreign investment and export promotion in Colombia.

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