How to Invest in Medellín

Here, we provide detailed information the investors must bear in mind when establishing their companies in Medellín. That information is downloadable in two separated documents.

  • General Steps to Settle in Colombia as a Commercial Company

    Step 1: Look up for the availability of your company’s name under the Registro Único Empresarial y Social* (Unique Business and Social Registration). [ here ]

    Step 2: Choose the legal form that best fits your activity (Limited Liability Company LLC, Limited Company LTD, Joint Stock Company JSC, Limited Partnership, Limited Joint-stock Partnership).

    Step 3: Select the society’s staff members (Legal Representative, Alternate Legal Representative, Accountant, Statutory Auditor, Board of Directors). It is important to bear in mind that there are corporate figures (SAS) which do not require a Statutory Auditor or Board of Directors.

    Note: Although SAS companies do not require a statutory auditor, this becomes mandatory when the gross assets exceed 5,000 legal minimum monthly salaries or its gross income, 3,000 legal monthly minimum salaries.

    Step 4: Prepare, write and subscribe the company’s bylaws. (We strongly recommend the writing of the statutes to be done by a trusted lawyer).

    Depending on the company, the bylaws may be drawn up by private document or public deed. It is necessary to write and sign letters of acceptance for the positions designated in the bylaws (Legal Representative, Alternate Legal Representative, Accountant, Statutory Auditor, Board of Directors).

    Step 5: Please, consult the International Standard Industry Classification Code corresponding to your economic activity.

    Enter the key word (s) of your company’s economic activity to consult your code [ here ]

    Step 6: Fill out the online PRE-RUT (Taxpayer ID) form [ here ]

    Note: We recommend you to be advised by an accountant to complete this step.

    Step 7: To obtain the trade registration number, bring the statues (private document or public deed) to the Chamber of Commerce in which the company is registered, a copy of the PRE-RUT, photocopy of the citizenship card, alien’s certificate, passport of whoever will be appointed as Legal Representative, the Alternate Legal Representative, board members and shareholders.

    Step 8: Pay for the registration fees and taxes.

    Note: For registration in the Trade Register, the Chamber of Commerce will study the documents provided. This will take approximately 24 hours.

    Step 9: Access the online service on the DIAN’s website to perform the application process for billing number authorization.

    For this step, you will need:

    • A bank account under the name of the company
    • An enabled DIAN User account.
    • An updated digital signature mechanism. If the company does not have a digital signature, fill out the application on the online service by generating the format 1302, with the draft legend, sign it and bring it to the contact points to legalize it.
    • To ensure the information on the RUT is up to date, especially the fields related to responsibilities 11, 16, 33 and 34, establishments, agencies, branches, offices or businesses, representations and electronic mail.
    • Register the bank account information [ here ]

     

    Important Notes: 

    • It must be noted that, in addition to the above-mentioned documents, the Chamber of Commerce may require additional documentation, depending on the status of the members of the society and its corporate bodies
    • If future partners or shareholders cannot be present in the incorporation procedures, a representative in Medellín may be empowered. For this purpose, if the investor’s country is part of The Hague Convention for the protocolization of powers, the document must be apostilled.

  • General Steps to Settle in Colombia as a Foreign Company Branch

    Son establecimientos de comercio abiertos por una sociedad para el desarrollo de su objeto social, no gozan de una personería jurídica distinta a la de la sociedad principal, es decir que la sucursal y la oficina principal son la misma persona jurídica.

    Step 1: Look up for the availability of your company’s name under the Registro Único Empresarial y Social* (Unique Business and Social Registration). [ here ] 

    Step 2. Fill out the online PRE-RUT (Taxpayer ID) form [ aquí ]

    For this purpose, it is important to be advised for an accountant.

    Step 3: Please, consult the Standard Industry Classification Code corresponding to your economic activity.

    To access the query, enter the key word (s) of the economic activity to be developed [ here ]

    Step 4: Execute as public deed: 1. The statutes of the primary office or parent company abroad; 2. A copy of the minute approved by the competent corporate body which states the decision to open a branch in Medellín (Branch Opening Resolution); 3. The documents certifying the officials’ authority to represent the company (certificate of existence and legal representation, issued in the country of origin).

    Note: The written record of the opening of the foreign company branch office must contain the following:

    • The name of the branch.
    • The business that is proposed to develop. (Activities the branch will run).
    • The amount of allocated capital and the one coming from other sources, if any.
    • The address of the branch.
    • The term of its business in the country and the grounds for its termination.
    • The appointment of a General Representative, with one or more alternates, to represent the branch in Colombia.
    • The designation of the Statutory Auditor, who must reside in Colombia.

     

    Step 5. . Bring all the due forms to the Chamber of Commerce. 2. Bring a printed copy of the PRE-RUT. 3. Bring a copy of the citizenship card / passport of the legal representative of the primary office, his deputy and shareholders. 4. Written records where the persons in the positions of: mandataries and Statutory Auditor and their corresponding documents of acceptance are appointed. 5. Authentic copy of the public deed of protocolization of the documents mentioned in step 4.

    Step 6: Pay for the registration tax.

    Before the registration, the Chamber of Commerce will carry out a study of the provided documentation.

    Step 7: On DIAN ‘s website, access the online service to perform the process for requesting Billing Number authorization

    For this step, you will need:

    • UA bank account under the name of the company
    • An enabled DIAN User account.
    • An updated digital signature mechanism. If the company does not have a digital signature, fill out the application on the online service by generating the format 1302, with the draft legend, sign it and bring it to the contact points to legalize it.
    • To ensure the information on the RUT is up to date, especially the fields related to responsibilities 11, 16, 33 and 34, establishments, agencies, branches, offices or businesses, representations and electronic mail. To register the bank account information [ here ]

     

    Important Notes:   

    • It must be noted that, in addition to the above-mentioned documents, the Chamber of Commerce may require additional documentation, depending on the status of the members of the society and its corporate bodies.
    • If future partners or shareholders cannot not be present in the incorporation procedures, a representative in Medellín may be empowered.
    • The documents in Step 2 and the Power or Attorney mentioned above must be apostilled by a competent consular officer in the country of origin and in case of being in a language other than Spanish, must be translated by an official translator.
    • In branches, the capital must be fully paid at the time of its incorporation.