Legal means to formalize your company
View accurate information about the main legal means provided for in our legislation for the exercise of any business activity, as well as the most relevant features for each of these characteristics.
1. Number of individuals who can create the company:
Once the prospective employer has identified and established the business activity it is going to undertake, it must determine the number of people involved in the creation of the company, hence it will have two options in the face of such situation.
If the employer has decided to undertake its business or economic activity individually, it will have three possibilities: to exercise its business as a natural person, duly registered before the chamber; as a sole proprietorship; or as a sole shareholder in a Simplified Joint Stock Company.
Conversely, if the entrepreneur has decided to face the implementation of its business with two or more people, through any of the main forms of association, it will under such circumstances have the opportunity to choose between one of the trading partnerships, an associative labor enterprise, or an agrarian transformation company.
Documents required in order to register as a company with the CCB:
• Your personal ID.
• Single Fiscal Registrar (RUT) form.
• Forms available at the CCB's offices.
• Unified Commercial and Social Registry (RUES) 2017
• Registration form with other institutions (spanish version).
This form is used by the CCB to send information to the District Secretary of Revenue in order to complete the registration into the Fiscal Information Registrar (RIT), as long as your commercial activities will take place in Bogotá, and are taxed with the Industry and Trade Tax (ICA).
Bear in mind that these forms must be filled out completely and signed by the individual or the company's legal representative.
Recommendations when filling out the forms
• Make sure that the name in the RUT form is identical to the one in the Single Enterprise and Social Registration Form (RUES), as well as in the additional registration form for the other institutions.
• Make sure that the telephone number in the RUT form is identical to the one in the RUES form, as well as in the additional registration form for the other institutions.
All forms are available in all of the CCB's Enterprise Sites.
2. Developing a company individually:
Entrepreneurs can formalize their companies under any of the following legal modalities:
Individuals shall be all those individual persons of the human species, regardless of age, gender, race or condition.
Art. 74 of the Civil Code
As regards the Commercial Registry, the natural person is any individual who, acting in his own behalf, deals in a professional way with one or more of the activities that the law deems commercial; for example, the acquisition of goods for valuable consideration bound to alienate equally, and disposal thereof; intervention as a partner in the establishment of commercial companies, acts of administration thereof or trading for valuable consideration of the stakes or shares; moreover, the receipt of money in mutual interest, with or without a guarantee, to grant as a loan and subsequent loans, as well as routinely giving money as mutual interest, etc.
Individuals shall be held accountable with all of their personal as well as family equity, regarding any and all obligations they acquire during the course of their business activities.
To formalize its business or company, the natural person must first of all apply for registration in the Unified Tax Register (RUT), administered by the National Tax and Customs Office (DIAN), subsequently enroll in the CCB Merchant's Certificate using the Unified Commercial Registry (RUE) forms, as well as those for additional registration with other entities and the RUT registration.
Once the natural person is registered in the commercial register of the CCB, it remains the same person, but it only acquires the merchant status from the professional development of an activity considered by the law as commercial. Individuals act on their own behalf, and are identified by their own personal ID; DIAN, on the other hand, assigns them a NIT, which is their personal ID number, with a digit added in the end.
Sole Proprietorship Company is a legal entity comprised of the presence of an Individual or a legal entity, which dedicates part of its assets to the execution or performance of one or several activities of a corporate nature.
Once registered with the CCB, the sole proprietorship emerges as a distinct constituent entrepreneur or legal entity. Sole proprietorship companies must be created through a private document, the incorporation of which must meet the following requirements:
The entrepreneur's name, personal ID, location and address. Company denomination or corporate name, followed by the expression "Empresa Unipersonal" (Sole Proprietorship Company), or the spanish acronym E.U.; if not included as such, entrepreneurs run the risk of being accountable without limitation. Company address and city or municipality from where it will conduct its activities. The term of duration, if not indefinite.
A clear and full description of the main activities, except when it is stated that the company may carry out any and all legal commercial activities; the amount of capital invested in the company; the number of shares of equal nominal value into which the corporate capital has been divided; the administration, and the name, personal ID and powers of the administrators.
Furthermore, the establishment of the company must be carried out through a public deed, whenever assets are contributed whose transfer requires such as formality.
Simplified Joint Stock Companies
Simplified Joint Stock companies (S.A.S.) may be established by one or more individuals, through private document that meets the following requirements:
• Identity and address of the shareholder or shareholder.
• Company name followed by the words: Simplified Joint Stock Company or S.A.S.
• Duration (may be indefinite).
• Enunciation of main activities, any legal civil or business activity, authorized capital, subscribed and paid.
• Method of administration, name, identification of the managers.
3. Development of a company made up of two or more individuals: should the entrepreneurs decide to carry out their economic activity jointly with one or more individuals, please consider the following:
Profit-oriented partnership modalities
The most common profit-oriented partnership modalities include:
Commercial Companies are those established through a company agreement on account of which two or more individuals commit to making a contribution in money, work or in kind, in order to distribute amongst them the profits earned from the company or social activity. Companies are classified into personal companies, capitalist companies and of mixed nature. Personal companies are those in which all partners know each other and both the company as well as the partners are accountable for the corporate obligations and liabilities with all of their personal equity in a joint and unlimited fashion, which entitles all partners to manage the company; for example: Collective companies and Limited partnerships.
Capitalist companies are those in which the partners do not know each other, and they are accountable for an amount equivalent to their investment in the company; for example Corporations, Stock-based Limited Partnership, and Simplified Joint Stock Companies.
Mixed companies are those in which all partners know each other, but they are only accountable for obligations assumed by the company, in an amount not exceeding their own contributions or investments; for example, Limited Liability Companies. The types of companies set forth by the legal regulations are Limited Liability, Collective, Limited Partnership, Corporation and Stock-Based Corporation.
Limited Partnership is created through a public deed between a minimum of two and a maximum of 25 partners, who will be accountable for the amount of their own contributions and, in some cases, in accordance with articles 354, 355 and 357 of the Commercial Code
, unlimited and joint accountability may be authorized for some partners.
In the public deed, partners must indicate the effective term of the company, and they may delegate both the legal representation, as well as the company's management on a manager or administrator, who will be bound by the duties and roles established in the company's bylaws. The capital is represented in shares of equal value as for their assignment, which can be sold or transferred under the terms set forth by law or by the corresponding bylaws. Whatever name is chosen for the company, it shall be followed by the word "Limitada", or by the acronym "Ltda." which, if not otherwise clarified in the bylaws, will render partners jointly and limitlessly accountable.
It is established through a public deed signed between two or more partners who shall be jointly and limitlessly accountable for all corporate operations. Whenever this type of company is created, the public deed used for its constitution must state the company's effective term, as desired by the partners, who may delegate the entity's management on third parties, but losing in the process the possibility of carrying out or managing business operations. Each partner shall pay its contributions in either capital, in kind, or in work, thus defining the company's corporate capital, which shall have no minimum or maximum amount requirements, as per commercial law. It is important to note that the corporate name for these companies will be comprised of the full name or single last name of one of the partners, followed by the word "y compañía" (and company), "hermanos" (siblings) or "e hijos" (and children"). This means that under no circumstance will this type of company allow for a stranger's name to be included in he company name.
A Limited Partnership is established through a public deed between one or more managing partners and one or more capitalist partners. Managing partners shall be jointly, limitlessly and directly accountable for the operations, and the capitalist partners shall only be accountable for their respective contributions. When this kind of company is created, the public deed used to create it must include its effective term.
Only managing partners shall be entitled to managing the company or to delegating said management on third parties, this option shall not be available to capitalist partners.
Capitalist partners will contribute their capital amounts, while the managing partners will contribute the management of the capital and the actual conduction of the business. It is important to remember that the names of these companies are created exclusively using the full name or single last name of one or more of the collective capitalist or managing partners, followed by the words "y compañía" ("and company"), or by the acronym "& Cía." and followed by the abbreviation "S. en C.".
It is created through a public deed signed by no less than five shareholders, who shall be accountable for up to the contributions they have made in capital to the company. The public deed must state the effective term of the company, and this must have been expressed in the establishment document or in the bylaws. This company is managed by way of the general shareholders' meeting, which appoints the statutory auditor and the members of the board of directors; the board then appoints the manager, who shall assume the legal representation of the company. The company's capital is represented in shares of equal value, which constitute tradable securities; all of it is authorized capital and it is important to clarify how much of it is outstanding and how much has been paid-in. The company name shall be that which is defined by the shareholders, followed by the words "Sociedad Anónima" (Anonymous Corporation), or by the abbreviation "S.A.".
Company Limited by Shares
It is established through a public deed between one or more managing partners and at least 5 capitalist partners. Managing partners shall be jointly, limitlessly and directly accountable for the operations, and the capitalist partners shall only be accountable for their respective contributions. Whenever this type of company is established, the public deed used for its constitution shall specify the effective term of the company; only the managing partners are entitled to act as managers of the company or to delegate these duties on third parties; this option shall not be available to capitalist partners.
The company's capital is represented in shares of equal value, which constitute securities contributed by the capitalist partners and, even, by the managing partners who shall keep their contributions in the undertaking separate from the capital amounts. It is important to remember that the names of these companies are created exclusively using the full name or single last name of one or more of the collective capitalist or managing partners, followed by the words "y compañía" ("and company"), or by the acronym "& Cía.", and followed in all cases by the words "Sociedad en Comandita por Acciones" or its abbreviation "SCA".
Associative Work Business
This is a productive economic organization whose associate members contribute their working capacity for an indefinite period of time; some may also contribute some technological or technical abilities, or the knowledge required for the achievement of the company's goals.
Associative Work Businesses (EATs, from the spanish acronym) are created with the purpose of producing, marketing and distributing basic family consumer goods or for the provision of individual or joint services by their members. An Associative Work Business shall be created through an Incorporation Minutes accompanied by its bylaws, or through a private document or a public deed.
An Associative Work Business shall have no less than three associate members, and no more than ten if its corporate purpose involves the production of goods; however, if it is a service provider, this number can be as high as twenty.
Agricultural Transformation Companies
Revisiting the findings made by Dr. Tito Livio Caldas in his book Agricultural Transformation Companies, Today's Vast Agrarian Revolution, agricultural transformation companies (SAT, from the Spanish acronym) are a new type of company incorporated as management companies, in which no risky contribution of the farm or farm-partner is required; only farm title-holders may be members of the SAT.
SATs have an exclusive business purpose, which shall expressly state the following: "Desarrollar actividades de postcosecha y comercialización de productos perecederos de origen agropecuario y la prestación de servicios comunes que sirvan a su finalidad" (To perform post-harvest activities and the marketing and sale of perishable products with an agricultural origin, and the provision of common services that serve its purpose). As part of the main course of their operations, SATs will buy products to classify them and transform them, if applicable; also, they will pack them and sell them on the markets to the highest bidder. Negotiate and acquire consumable goods in the quantities and qualities required by their partners, and charging the latter for these services in accordance with regulations. A natural person may be a partner, and it may hold the position of agrarian exploitation head, as owner, possessor, holder or lessee with an exploitation contract of no less than five years of operation.
Furthermore, legal persons of a private nature may also be partners to these companies, when they are dedicated to the marketing and sales of perishable products. In any case, the number of partners who are individuals shall be higher than the number of partners who are legal persons. A minimum of three partners shall be required for the establishment of an SAT.
4. Establishment of the business: as a structural element in corporate organization, it has been defined by the Commercial Code
(spanish version) as a set of assets or goods organized by the entrepreneur in order to carry out the company's purposes. A single person may own several commercial establishments and, in the same fashion, a single commercial establishment may belong to several individuals and may be used for the execution of several activities.
In this matter, it is worth noting that commercial companies may carry out the purposes foreseen in their corporate purpose through the following kinds of establishments: Agencies; Branches; Establishments as such; According to commercial law, the commercial establishment is comprised by:
- The commercial name and the brands for products and services.
- The rights of entrepreneurs over inventions or industrial or artistic creations used in the establishment's activities.
- The goods in the warehouse or being produced, loans and other similar amounts.
- The commercial rights and obligations derived from those activities that are inherent to the establishment, as long as they are not coming from agreements signed exclusively to the benefit of the owner of said establishments.
- Lease contracts and, in case of transfer o negotiation, the right to lease the real estate they operate from, if owned by the entrepreneur; and any indemnifications that the lessee is entitled to under the law.
- The right to prevent the deviation of clients and to the protection of goodwill.
- The furnitures and facilities.
More information about how to register and create your company.