Foundations and Associations (ESAL - NGO)

What does the Registry of Non-profit Organizations (ESAL) consist of?

By registering Non-profit Organizations (ESAL) the situation of non-profit legal persons is made public. These persons register their incorporation and register the documents determined by law at the chambers of commerce. As with the other records, anyone can examine the books that are submitted, obtain copy of documents kept on record and request certifications on the registrations made.

How to you incorporate a Non-profit Organization (ESAL)?

It can be incorporated through a document of incorporation together with the bylaws, through a private document or public deed.

What entities are obligated to register at the chambers of commerce?

             

  • Associations, corporations, foundations and common usefulness institutions (guilds, charity, professional, youth, social, democratic and participative, civic and communitarian, alumni, social rehabilitation and homeless assistance, and social clubs).
  • Scientific, technological, cultural and research entities.
  • Entities whose purpose is the development of social interest housing plans and programs, except when concerning non-profit organizations comprised of families interested in building their own homes.
  • Parent associations of any level.
  • Associations of academic institutions.
  • Non-profit organizations or solidary economy institutions formed by parents and teachers.
  • National and non-national agricultural and peasant associations and associations of the second and third degree.
  • Corporations, associations and foundations created in order to carry out activities in indigenous communities.
  • Associations comprised of co-owners, co-lessees, lessees of shared housing and neighbors, other than the horizontal real-estate associations governed by Law 182 of 1948, Law 16 of 1985, and Law 675 of 2001.
  • Environmental entities.
  • Private, non-profit, legal foreign persons and foreign NGOs residing abroad and that establish permanent businesses in Colombia by proxy with powers to represent them legally (article 48 of the CPC).
  • Citizens' Oversight and Oversight Network Law 850 of 2003.
  • Cooperatives, federations and confederations, ancillary institutions in the solidary economy and pre-cooperatives.
  • Employee Funds.
  • Mutual associations.
  • Services companies in the form of public cooperative administrations.
  • In general all of the entities in the solidarity sector regardless of them having an excepted object (Circular Letter 008 of 2012 and Circular Letter 012 of 2012) of the Superintendence of Industry and Commerce).
  • Popular housing organizations.
  • Any and all other civil organizations, corporations, foundations and private non-profit organizations not subject to exceptions.      

List of organizations obligated to register at the chambers of commerce (spanish version)

Entities that are required to register with the chambers of commerce, what entities are not required to register with the chambers of commerce?

  • Institutes for higher learning
  • Formal and non-formal education institutes (Law 133 of 1994).
  • Non-profit legal persons that provide private security services (Decree 356 of 1994). Exempt are the entities in the solidarity sector, which must register with the chambers of commerce (Decree 19 of 2012).
  • Community Action Boards, community housing boards, federations and confederations (Law 550 of 1999).
  • Churches, religious denominations, their federations and confederations and minister associations (Law 115 of 1994).
  • Entities regulated by Social Security Law 100 of 1993.
  • Trade unions and workers' and employers' associations.
  • Political parties and movements Chambers of Commerce regulated by the Commercial Code (spanish version).
  • Private health sector entities when they provide health services in the processes of promotion, prevention, treatment and rehabilitation to the community, as covered by Law 10 of 1990 and Law 100 of 1993.
  • Collective management companies on copyright and related rights as covered by Law 44 of 1993.
  • Charities and official public instruction establishments, corporations, and foundations created by laws, order - Properties governed by horizontal property laws (buildings, condominiums, and others) - Law 716 of 2001.
  • Family compensation funds regulated by Law 21 of 1982.
  • Councils regulated by Law 89 of 1890.
  • Entities that comprise the national sports system on the national, departmental and municipal levels Law 181 of 1995.
  • Public Service Institutions that provide family welfare services (Decree 427 of 1996).
  • Pensioner Union Organizations as covered by Law 43 of 1984.
  • Home prisons as covered by Law 65 of 1993.
  • Shooting and hunting clubs, and weapons collectors associations (Law 61 of 1993).
  • The official or volunteer fire departments (Law 322 of 1996).
  • Family associations or organizations whose social purpose is development through the system of self-building, public housing programs (Law 537 of 1999).

The other legal persons for which the law expressly regulates their creation and operation, which shall be governed by their special standards.

What books should Non-Profit Organizations register?

The books of associates, proceedings by the highest governing authority and others for which the law has established this formality.

Can ESALs open establishments, branches or agencies?

Yes, foundations, associations and corporations can open and register commercial establishments if they carry out commercial activities through them. Entities in the solidarity sector can open and registered establishments, branches and agencies.

What is the deadline for renewing the ESAL registration?

Based on Decree 19 of 2012, non-profit entities must renew their registration with the chambers of commerce during the first three months of every year.

How do I renew my ESAL registration?

Easily, quickly and securely renew using our website (Online services (spanish version)). With your purchase order, you can also pay for your renewal at the CCB offices, authorized banks or Red SuperCADE. Remember that to perform transactions on our website, you must have an online services password.

What regulation states that non-profit organizations must renew their registration?

Article 166 of Decree 019 of 2012.

Having ESAL status, can I transform?

Yes, you can transform into another non-profit entity of the same nature (Example: association to corporation). For the case of non-profit organizations in the solidarity sector, they must attach the authorization from the agency responsible for oversight and control (Circular Letter 008 of 2012) SIC paragraph 3.2 that reformed numeral 1.3.9.3 of the Single Circular Letter). For foundations, associations and corporations, the recommendation is to consult with the body that inspects, oversees and controls.

How do I renew my ESAL if I don't have assets, but equity instead?

If the assets of the entity as of December 31 of the preceding year is zero, you must attach the completed RUES form with the balance sheet signed by the accountant or tax auditor and legal representative, certifying that the financial information is zero.

When an ESAL is dissolved and liquidated, must it pay the amount of $8,300 for canceling the registration?

No.

When incorporating non-profit organizations, do registration fees have to be paid?

When non-profit organizations are registered in the registry maintained by chambers of commerce they do not pay registration fees because they are not merchants, therefore, they must pay the amount for the RUES form, registration fees and the registration tax.  

Can an ESAL be reactivated?

Reactivation only applies to companies and branches of foreign companies under liquidation (article 29 of Law 1429 of 2010). Therefore, it does not apply.  

What does the Registry of private, foreign, non-profit organizations consist of?

This registry applies to private, foreign legal persons, and foreign non-profit Non-Government Organizations (NGOs) located abroad, that establish permanent businesses or that wish to carry out their operations in Colombia, where they must register the appointment of attorneys with the power to represent them legally. 

How is an NGO registered?

They can register in two ways:

1. Registration of legal representatives for private, foreign, non-profit organizations.
2. Registration of an NGO as a non-profit organization (foundation, association and corporation in accordance with Decree 2150 of 1995)

• With a document of incorporation with the by-laws.
• Private document.
• Public deed. 

How do you register the appointments of the ESALs?

Submit a copy of the document containing the decision, duly approved, at any of the offices of the Chamber of Commerce of Bogotá, that meets the requirements described in see more. The copy that is sent must be completely legible, in order to ensure its reproduction using technical means. Keep in mind that the original document must be kept in the entity's files.

How do you register the books of a Non-Profit Organization (ESAL)?

Non-profit organizations that require registration with the chambers of commerce, must submit their application for registering books at the chamber of commerce with jurisdiction where they will have their main domicile. If the entity is located in Bogotá or in any of the municipalities of our jurisdiction, the application may be submitted at any of the offices of the Chamber of Commerce of Bogotá.

How do you register ESAL by-law reforms?

The reform document must be submitted at the chamber of commerce with jurisdiction where the entity has its main domicile and where it has open branches. If the entity or branch is located in Bogotá or in any of the municipalities of its jurisdiction, they shall register at any of the offices of the Chamber of Commerce of Bogotá.

How do you register the dissolution and liquidation of an ESAL?

How do you register the dissolution?

Submit the registration application at any of our offices. To do this you must:

1. Submit a certified copy of the record or document that decreed the dissolution with the following data:
• Full name of the entity.
• Address (city or municipality) of the entity, place and date of the meeting.
• The manner in which the meeting was convened (body, means and advance notice in accordance with the by-laws or the law).
• The total number of associates present and represented, or delegates who attended, for example: 100 associates were convened, 70 attended or the percentage of delegate associates who attended.
• The number of votes that approved the dissolution, indicating the grounds that apply.
• Signature of the chair and the secretary of the meeting, or in the case of organizations under the general tax regime, the signature of the executors.
• Approval of the minutes by those who attended and/or if they appointed a review and approval committee, except for the entities under the general tax regime that submit a private document who must only personally submit on behalf of all of the executors.

2. Request the registration of the document of dissolution and pay the amount that the clerk will liquidate with the tax registration in favor of the department of Cundinamarca and the Capital District of Bogotá (a fee equivalent to four daily minimum wages in force as of the date of filing document of dissolution).

Notes:
•When a copy of the document is sent, it must be authorized by the secretary of the meeting or by any legal representative, certifying that it is faithful copy of the original or a photocopy authenticated by a notary public can be submitted.
•The copy of the document that is sent must be fully legible to ensure its reproduction by technical means and comply with the requirements set forth for by-law reform in case that the grounds are due to a decision of the associates before the expiration of the term, according to the type of entity being considered.

How is the liquidation registered?

1. Submit the document in which the final settlement account and the adjudication of the assets is approved along with the following data:
• Full name of the entity to which it belongs.
• Address (city or municipality) of the entity, place and date of the meeting.
• The manner in which the meeting was convened (body, means and advance notice in accordance with the by-laws and the law).
• The total number of associates present and represented, or delegates who attended (deliberation quorum).
• The name of the entity chosen to receive the carryover stating the amount of money or goods being received from the adjudication (if there is no carryover it must be expressly stated).
• The number of votes with which the final settlement account was approved.
• The signature of the chair and the secretary of the meeting (in the case of organizations under the general tax regime, the signature of the executors).
• Approval of the minutes by those who attended and/or if they appointed a review and approval committee, except for the entities under the general tax regime that submit a private document who must only personally submit on behalf of all of the executors.

2. Request the registration of the document of dissolution and pay the amount that the clerk will liquidate with the tax registration in favor of the department of Cundinamarca and the Capital District of Bogotá (a fee of 0.7% over the amount adjudicated or four minimum wages in force in case there is no carryover).

Notes:
• When a copy of the document is sent, it must be authorized by the secretary of the meeting or by any legal representative, certifying that it is faithful copy of the original or a photocopy authenticated by a notary public can be submitted.
• The date of the document of liquidation must be after the date of the document of dissolution or the expiration of the entity's term of duration.
• The copy of the document that is sent must be completely legible, in order to ensure its reproduction using technical means.

Should Non-Profit Organizations renew their merchant's certificate?

No. Non-Profit Organizations (ESAL) are not registered in the commercial registry because they do not have merchant status.

As of the year 2012 the ESAL must renew their registration during the early months of every year, completing the RUES form and paying the fees established for this purpose.

When is it mandatory to have a tax auditor in a non-profit organization?

This obligation is in place for foundations and cooperatives whose equity exceeds 500 minimum wages.