How to incorporate your company

The steps to set up a branch of your foreign company are as follows:

Step 1: Documents required to a set up a branch of a foreign company

• Certificate of incorporation and registered agent of the investing company, issued by the official entity in the company’s domicile. If you are an individual, you must provide a copy of your passport.
• Power of representation authorized for a lawyer or individual to act on behalf of the investment company.
• By-laws of the parent company.
• Resolution from the parent company’s relevant entity authorizing the opening of the branch in Colombia, indicating, at least:
  • The businesses the branch will be involved in
  • The amount of capital assigned to the branch
  • Its domicile
  • Its duration
  • The grounds for termination of the businesses
  • Appointment of the registered agent and his/her powers
  • Appointment of the statutory auditor

Step 2: Register a public deed

The documents stated in the first step are required for this second step. The public deed must be signed by the foreign company’s registered agent in Colombia.

The signing of the public deed of incorporation generates the payment of notary fees, which vary between 2.7 and 3 per thousand of the value of the assigned capital.

Step 3: Receive letters of acceptance of the branch’s job positions

Letters of acceptance of the job positions must be obtained from the people appointed in the company’s bylaws, such as the registered agent and his/her alternate. Said letters must include the name of the person who accepts the position, the position, the identification document and number, and his/her signature.

Step 4: Complete the Single Tax Registry (RUT, as per its Spanish acronym)

This procedure can be carried out in person or by a legal representative at the National Tax and Customs Division (DIAN, as per its Spanish acronym) to obtain the branch’s tax identification number (TIN).

Public deed of incorporation, letters of acceptance, and the completed additional form for tax purposes (RUT and TIN if applicable) indicating the taxes the company will be subject to must be registered in the chamber of commerce of the branch’s domicile. The business registration form must be completed in order to do this.

Step 5: Register the company’s books in the chamber of commerce

Every branch must have its accounting books, which include the following:

• Accounts journal
• General ledger

Step 6: Open a bank account in the financial institution of your choice

Every branch must open an account to its name in a banking institution. The investors will deposit the capital in this account.

Set 7: Register the foreign investment in the Central Bank of Colombia

Once the investment is made, that is, once the capital assigned to the branch is covered and subsequently in each increase of capital, the foreign investment must be registered with the Central Bank of Colombia. The procedure to register the investment varies depending on the category in which it was made.