Registration processings

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What is processing?

Processing is understood as the set of steps or series of actions carried out by users and regulated by the Government to obtain a certain product, ensure the adequate provision of a service, the recognition of a right, the regulation of an activity of special interest to society or, the due execution and control of actions specific to public service, for the purpose of facilitating the exercise of citizens' rights.

What is legalization?

Legalization means accepting the rules that ensure coexistence and adjust behavior around those rules.

What is the merchant's certificate?

It is the registry in which merchants (natural and legal persons) and commercial establishments must be registered at chambers of commerce with jurisdiction where they will carry out their activity and where the commercial establishment will operate in order to comply with one of the merchant commitments set forth in the Commercial Code .

Where should it be registered?

A merchant natural or legal person, if it is the case, will request registration at the Chamber of Commerce with jurisdiction where it will carry out its commercial activity.

What is a company?

A company is a contract by virtue of which two or more individuals commit to making a contribution in money, work or in kind, in order to distribute the profits earned from the company or social activity amongst them.

What is an entrepreneur?

This term aims to identify business promoters, people who actually assume the risk of creating their own company. The dictionary defines this word as those who have the initiative and determination to establish themselves as entrepreneurs and do business.

What is an enterprise?

It is any economic activity organized for the production, transformation, circulation, administration or custody of goods, or for the rendering of services. The company can execute industrial or productive activities; commercial or services provision.

Who can incorporate an enterprise?

Natural and legal persons can incorporate an enterprise.

What is a business owner?

A business owner is someone who is engaged in an economic activity organized for the production, processing, marketing, administration or custody of property, or for the rendering of services, activity which can be carried out through one or more commercial establishments.

What is a merchant?

It is a natural or legal person who continuously trades in a habitual and professional manner.

What is a natural person?

It is any individual from the human species, regardless of race, gender, origin or condition. Now, in corporate terms, a natural person is any individual that deals with one or more activities that the law considers commercial, acting on their own behalf. In such a case, all of their assets, including staff and family, serves as collateral for the obligations acquired in the executing their economic activity.

What are the differences between a natural and a legal person?

a. A natural person remains the same; they simply acquire the status of merchant due to their execution of a commercial activity in a professional manner. A legal person, once incorporated, is a person that is different from the individuals that comprise it.

 

b. A natural person always acts with their personal name, although they can use a different name when registering the commercial establishment. Since a legal person is an entity independent from the partners, it has its own name and must act as such, without having to identify the individuals that comprise it. 

 

c. The natural person acts on their own, while the legal person must act through their legal representative to enter into obligations, as well as to execute acts that are specific to business owners.

 

d. A natural person is identified by their national identification number, and the DIAN assigns them a NIT, which is the same national identification number with one additional digit; a legal person is identified by the certificate of existence and legal representation, and the NIT that the DIAN assigns.

 

e. A legal person has their own equity, which is independent from the partners' equity; therefore, in order to fulfill the obligations a company is required first, in order to respond and comply with its equity or otherwise its partners. A natural person responds with all of its assets, which can be comprised of all of the assets of the company, personal assets or their family's.

What is a commercial establishment?

The Commercial Code  (spanish version) defines a commercial establishment as a set of goods organized by the business owner in order to fulfill the objectives of the company. One person may have several commercial establishments and in turn, a single commercial establishment may belong to several people, and can carry out various commercial activities (article 515 of the Commercial Code (spanish version)).

How do I change the name of a commercial establishment?

In order to change the name of a commercial establishment, form (reg-f-027) must be completed, which must be signed by the legal representative or natural person, submitted in person and the document's registration fee must be paid.

How do I change the owner of a commercial establishment?

With the establishment's acquisition contract, which must be submitted personally to the secretary of the Chamber or recognized before a notary public with those involved, that is, the buyer and the seller.

What is a disposal of the commercial establishment?

It is a legal negotiation by virtue of which ownership of a commercial establishment is fully or partially transferred.

What is the difference between a business owner and a commercial establishment?

The business owner is a natural or legal person that decides to carry out an economic activity in an organized way, while a commercial establishment is a set of goods, i.e. the tool that the business owner employs to accomplish the objectives of its business. It is important to note that a business owner may or may not have a commercial establishment, depending on their needs.

How is a company incorporated?

In order to incorporate a company, the following steps should take into account:

• Create the private document of incorporation or public deed before a notary public. Depending on the case, it is important to note that with Law 1014 of 2006 for promoting the culture of entrepreneurship states in article 22 that companies can be incorporated by virtue of a private document as long as they have assets below 500 legal monthly minimum wages in force (SMMLV) or when its staff does not surpass ten workers. 

 
• Register the company in the Unified Tax Registry (RUT) managed by the DIAN. 

 
• Obtain the mercantile registration in the CCB registry at any office.

Who is required to register?

All natural or legal persons that perform in a habitual or professional manner any of the activities which the law considers commercial are required to register at the Chamber of Commerce of Bogotá.

Similarly, you must register the commercial establishment in case of having one for carrying out your business activities.

What sanctions are imposed upon those who carry out commercial activities without being registered?

Those who trade professionally without being registered in the mercantile register, shall incur in a fine of up to 17 monthly minimum wages. Said sanction shall be imposed by the Superintendence of Industry and Commerce.

Should the merchant's certificate be renewed?

The merchant's certificate of merchants and their commercial establishments must be renewed annually between January 1 and March 31.

What non-profit entities must register with the Chamber of Commerce of Bogotá?

  • Parent associations of any level.
  • Associations of academic institutions.
  • Associations of academic institutions.
  • Non-profit organizations or solidarity economy institutions formed by parents and teachers.
  • National and non-national agricultural and farmer 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.
  • Cooperatives, federations and confederations, ancillary institutions in the solidarity economy and pre-cooperatives.
  • Employee Funds.
  • Mutual associations.
  • Popular housing organizations.
  • Services companies in the form of public cooperative administrative associations.
  • Other non-profit entities are not subject to exceptions.

What non-profit entities are not subject to the merchant's certificate?

  • Private entities in the health sector when they engage in providing health services in the processes of promotion, prevention, treatment and rehabilitation for the community as covered by: Law 100 of 1993 and Law 10 of 1990
  • Institutes for higher learning
  • Formal and non-formal education institutes (Law 115 of 1994) and entities regulated by Law 100 of 1993 for which the comprehensive social security system was created
  • Non-profit legal persons that provide private security services
  • Churches, religious denominations, their federations and confederations and minister associations
  • Chambers of commerce regulated by the Commercial Code (spanish version).
  • Foreign, private law, non-profit legal persons, with domicile abroad and that establish permanent businesses in Colombia, through branches
  • Political parties and movements
  • Collective management companies on copyright and related rights as covered by Law 44 of 1993
  • Indigenous councils regulated by Law 89 of 1890
  • Family compensation funds regulated by Law 21 of 1982
  • Pensioner Union Organizations as covered by Law 43 of 1984
  • Shooting and hunting clubs, and weapons collectors associations
  • Properties governed by the laws of horizontal property - Law 675 of 2001
  • Entities that comprise the National Sports System on the national, departmental and municipal levels
  • Public Service Institutions that provide family welfare services
  • Community Action Boards, community housing boards, federations and confederations - Law 537 of 1999.

What is a liberal profession?

The Commercial Code (spanish version), in article 20, lists of some of the acts that are considered as commercial and in article 23, determines the activities or acts that are not commercial. This latter provision establishes that "the provision of services inherent to liberal professions" are not considered commercial. However, this article does not clearly define when a profession is liberal or not. According to the Dictionary of the Royal Spanish Academy, liberal professions are activities that predominantly where the intellect is exercised, that have been recognized by the Government and whose exercise requires qualification through an academic degree.

Therefore, those who exclusively provide services inherent to a liberal profession, understood as those which are predominantly where the intellect is exercised, recognized by the Government and whose exercise requires qualification through an academic degree (engineer, doctor, lawyer, among others), will not be obligated to register as a merchant in the mercantile registry maintained by the Chamber of Commerce of Bogotá. Conversely, if in addition to said profession they also carry out activities described by the law as commercial, they must obtain their mercantile registration as a merchant.

What is merchant activity?

Merchant activity is that which is performed by persons participating in the market to provide goods or services with a monetary value for the purpose of obtaining profit or earnings.

What acts and operations are considered as commercial?

Some of the activities considered by the Commercial Code (spanish version) in article 20 as commercial activities are as follows: 

  • The acquisition of goods for consideration destined for sale in the same manner and their sale.
  • The acquisition of personal property for consideration destined for leasing; their leasing, the leasing of all types of goods to sublet them and their subletting.
  • Receiving money at interest, with or without collateral, to be loaned, and the subsequent loans, as well as giving money regularly in mutual interest.
  • The acquisition or disposal, for consideration of commercial establishments, and the pledging, leasing, management and other similar operations related to them.
  • The intervention as an associate in the incorporation of commercial companies, their administration of these acts or the negotiation for consideration by the parties of interest, quotas or actions.
  • Banking, stock market or hammer operations.
  • Companies that execute works or construction, repair, staging, installations or ornamentation.
  • Companies that promote businesses and the purchase, sale, administration, custody or circulation of all kinds of goods.
  • Other acts and contracts governed by commercial law.

What acts and operations are not considered as commercial?

The following are not commercial:

  • The acquisition of goods destined for domestic consumption or use by acquirer, and the disposal thereof or of the surplus.
  • The acquisition of goods to produce works of art and their disposal by their author.
  • Purchases made by officials or employees for the purposes of public service.
  • The disposals that farmers or ranchers carry out of the fruits of their crops or cattle, in their natural state. The transformation activities of such fruits carried out by farmers and ranchers shall also not be commercial, provided that said transformation does not constitute a company in and of itself.
  • Rendering services inherent to liberal professions.

How is the registration of the deed and the company's registration done?

  • Log on to: www.dian.gov.co, under online service guide, follow the steps stated therein.
  • Print out the RUT form that will result with the processing phrase at the Chamber containing the form number (Field 4).
  • The legal representative of the company that is going to obtain the mercantile registration must submit the RUT form personally. In case of sending a third party, this document must have notarial recognition.
  • Have the company's document of incorporation (public deed or private document, as the case may be).
  • Purchase the single mercantile registration form at the public service offices of the Chamber of Commerce of Bogotá or on the website: http://www.ccb.org.co/, under the section Procedures and Consultations, which is comprised of a single business file and an appendix for mercantile registration or renewal.
  • Complete the form, supplying the exact information requested. Avoid strike-throughs and corrections. Verify that the phone number, name and address recorded in the RUT form are identical to those registered in the single enterprise registrar.
  • Have the forms signed by the legal representative of the company.
  • When the mercantile registration is personally requested, the original identification document of the legal representative must be submitted. In case of sending a third party, said document must be submitted with notarial recognition.
  • Submit all documents in any of the public service offices of the Chamber of Commerce of Bogotá and pay registration the fees.

What does the tax on industry and commerce consist of?

It is the tax that is generated from the direct or indirect exercise or performance of any industrial, commercial activity or service in a particular municipality and is incurred regardless of whether or not the person owns a commercial establishment or not. The funds collected from this tax are allocated to cover public services and to meet the needs of the community that belongs to the respective municipality or district.

What accounting books must a natural person business owner register?

a. Journal

b. Ledger and balance book

c. Inventory and balance book

What accounting books must a legal person business owner register?

Legal persons should at least keep the following
books:

a. Book of shareholders or partners registration.

b. Book of minutes from the Board of Directors (if kept).

c. Book of board members or shareholders.

d. Accounting books

  • Journal
  • Ledger and balance book
  • Inventory and balance book