Checklist for a Foreign Company

Legal capacity
  • Copy of the RUT. When the foreign legal entity has no tax identification number, it may register with its branch NIT.
  • Certification issued by the legal representative and the statutory auditor, if required to have one, or the accountant, relative to the size of the business (large, medium, small or micro) according to the legal and regulatory definition.
  • To prove the existence and legal representation of the foreign company, you shall provide the document where it issued in the country of origin. In the case of the powers of the legal representative, it must have at least the Legal Representation of the parent company.

The document to prove legal status must include at least the following information: 

- Full name or business name of the proponent.
- Type, number and date of the document of incorporation or creation.
- Date and type of document in which the legal entity is recognized.
- Duration.

When the provided document proving the existence and legal representation of the legal entity does not contain all the required information, you can attach a certificate from the legal representative of the foreign company or, otherwise, the president of the branch in Colombia with the missing information. 

Foreign companies may be represented by the president and/or legal representative of the branch, or by a third party (in which case it shall be a lawyer). 

Statement of business group and control situation
  • If the proponent is part of a corporate group and/or control situation, you must provide a certificate issued by the legal representative and the statutory auditor, if the legal person is required to have one, or the auditor or accountant, stating the identification of the members of the corporate group, the control situation, the controllers and controlled.
  • If the proponent is NOT part of a corporate group and/or control situation, you must provide a certificate issued by the legal representative and the statutory auditor, if the legal entity is required to have one, or the auditor or accountant, stating it is not a member of the corporate group, does not exercise control over other companies, and there is no control situation over the interested party.
  • Download model number 3 (spanish version)

 

Experience

Proven experience in the supply of goods, works and services based on contracts executed directly by the proponent, or through consortia, temporary unions or companies in which the proponent has or had any participation. You may submit any of the following documents: 

A. Certification issued by the third party who received the goods, works or services, stating: 

  • That the contract is executed.
  • Identification of the parties.
  • Contract amount expressed in monthly legal minimum wages (SMMLV, from the spanish acronym) as of the date of termination.
  • Goods, works or services to which the experience corresponds.
  • Classification codes that identify the goods, works or services.
  • Date of termination of the contract. 
  • Download model number 6 (spanish version)

  • If the certificate does not state the UNSPSC codes, then a statement must be filed signed by the proponent's legal representative, in which said codes are listed. 

    Download model number 6A (spanish version)

B. Only if the proponent cannot get aforementioned certification referred to in the preceding paragraph, it may provide a copy of the executed contract stating:

The above information in regard to the requirements of any contract, together with a written statement signed by the legal representative stating the names of the parties to the contract, the contract amount as of the date of termination, expressed in monthly legal minimum wages (SMMLV); the goods, works or services performed and classification codes with which they identify.

Download model number 6B (spanish version)

 

Legal entities established no longer than three (3) prior, may prove their experience based on that of its partners or shareholders, members or constituents. 

Purchase orders, service orders and irrevocable acceptance of offers, issued by the contracting third party that received the goods, works or services, identifying the value, object, termination date and parties under contract

 

C. Contract liquidation minute signed by the contracting third party, along with a statement issued by the proponent, which will be construed as having been given under oath, certifying that the information contained in the liquidation minute is current and effective.

Download model number 6C (spanish version)

 

If the contract was executed by the proponent as a member of a consortium or temporary union (UT), and the certification or copy of the contract fails to state who the members were and their participation percentage, a copy of the deed or creation document for such consortium or UT must be attached.

  • All documents issued abroad must be submitted apostilled or legalized as applicable, and with the official translation into spanish, when necessary.
  • If the contract's supporting documentation is listed in a currency other than Colombian Pesos, a certificate signed by the proponent must be provided, listing the corresponding conversion using the Official Exchange Rate on the date of its termination. 
Financial and organizational capacity

A. The submitting foreign company must provide definitive, certified and audited financial statements for the headquarters, whose cut-off date shall be that which corresponds to the fiscal close of the country of origin, along with its notes, legalized or apostilled and translated into Spanish when applicable. 

In this case, they must provide an attached document with the conversion into Colombian pesos for the financial statements of the proponent (headquarters). This conversion must clearly verify the accounts required by Decree 1082 of 2015 for financial and organizational capacity. 

Take the following into account:

- If the submitting legal person (Headquarters) does not have enough years of operation to submit financial statements as of October 31, they must register with the financial statements as of the quarter or with the opening financial statements.

- When the legal person (Headquarters) belongs to a corporate group and by law must prepare and disclose consolidated financial statements, they shall be submitted for registration in the RUP, which should be audited and include notes. However, the financial and organizational capacity of the proponent (Headquarters) will be determined pursuant to the individual financial statements. 

- In the event that the financial statements submitted and their respective conversion cannot allow for determining the indicators set forth in Decree 1082 of 2015, they must also attach additional certification signed by the accountant or the auditor, or by the tax inspector as applicable, establishing the equivalencies of the various accounts. 

- Legal persons submitted to inspection, monitoring or control by the Superintendency of Corporations must send a copy of the additional documents required by this Superintendency. 

- To the proponents (Headquarters) that end their accounting year on a date other than December 31 must update the financial information on the corresponding date; without prejudice to the obligation to renew the RUP according to what is set forth in article 2.2.1.1.1.5.1 of Decree 1082 of 2015.

- The financial statements submitted to the RUP must comply with the requirements enforced by accounting standards on their preparation and submission. The conversion into Colombian pesos must also be included. 

- Under no circumstances are financial statements from the foreign company branch established in Colombia admissible. All documents issued abroad must be submitted apostilled or legalized as applicable and with the official translation into spanish when necessary.

- For renewal, when according to applicable standards the audited financial statements as of December 31 are approved on a date after the fifth business day of the month of april, its financial statements as of December 31 may be submitted, signed by the legal representative along with a pre-auditing report containing the requirements established in article 2.2.1.1.1.6.4 of Decree 1082 of 2015. 

B. Copy of the professional card of the statutory auditor, or the accountant, as appropriate.

C. Current certificate of the Central Board of Accountants of the statutory auditor or the accountant, as appropriate. 

D. Financial Annex: together with the duly audited and certified financial statements with their corresponding notes, you must attach the documents containing the main detailed accounts in the balance sheet, the main accounts of the profit and loss statement, and debtor and creditor contingent accounts. The legal representative and the statutory auditor shall issue this document, if the legal entity is required to have one, or the auditor or accountant.

Download model number 2A (spanish version)

 

In accordance with numeral 4.2.1 of the Unified Circular of the Superintendence of Industry and Commerce.  

E. Certification signed by the legal representative of the proponent or accountant or tax inspector or auditor in which fiscal the closing date of the financial statements in the country of origin is stated.

Download model number 7 (spanish version)

 

Classifications

The goods, works or services to be offered to State Bodies, identified with the classifier of goods and services in the third level, as filled out in the form, do not require support. 

You may be interested
Todo sobre el Registro Único de Proponentes