Best Investment & Business Structuring Lawyers in Bogotá

1. About Investment & Business Structuring Law in Bogotá, Colombia

Investment and business structuring law in Bogotá blends national corporate rules with local regulatory processes. The framework covers company formation, governance, reorganizations, foreign investment, and ongoing compliance. In practice, Bogotá-based investors often navigate the Código de Comercio and register with local authorities to establish operations.

Key actors in Bogotá include the tax authority DIAN, the Superintendencia de Sociedades, and immigration authorities for investor visas. These institutions shape how a Bogotá company is formed, funded, and kept compliant. Understanding their roles helps ensure a smooth start and ongoing operations in the capital.

2. Why You May Need a Lawyer

• Starting a Bogotá-based startup with foreign funding requires selecting the right corporate form (for example, a Sociedad por Acciones Simplificada or SAS), preparing constitutive documents, and aligning with anti money laundering and tax rules. A lawyer helps structure ownership, draft bylaws, and file registrations with the chamber of commerce and DIAN.
• Executing a cross-border acquisition or merger in Bogotá demands due diligence, contract drafting, and regulatory approvals. A legal counsel coordinates due diligence, negotiates terms, and ensures compliance with the Código de Comercio and applicable filings with Superintendencia de Sociedades.
• Converting an existing company to a SAS for flexibility in Bogotá involves statutory changes, shareholder agreements, and updated corporate records. An attorney guides the conversion process, updates bylaws, and files the change with the Chamber of Commerce and DIAN.
• Registering a Bogotá branch or subsidiary of a foreign company requires local incorporation steps, tax registration, and reporting obligations. A lawyer coordinates entity formation, transfers of licenses, and regulatory notices with relevant authorities.
• Obtaining an investor visa for foreign owners or executives involves immigration rules and investment thresholds set by Migración Colombia. A legal advisor helps assemble qualifying documentation and liaises with immigration authorities.
• Drafting and negotiating intellectual property licenses or technology transfer agreements for Bogotá operations
ensures proper protection and compliance with local and national IP regimes, including registrations when appropriate with the Superintendencia de Industria y Comercio.

3. Local Laws Overview

Decreto 663 de 1993 - Código de Comercio. This decree consolidated the commercial code provisions that regulate companies, instruments of capitalization, corporate governance, and commercial contracts. It remains a foundational reference for corporate structuring in Bogotá and nationwide. Official normative portal.

Ley 1258 de 2008 - Crea la Sociedad por Acciones Simplificada (S.A.S.). This law introduced a flexible corporate form designed to facilitate entrepreneurship, including single-shareholder SAS and simplified governance. It has become a preferred vehicle for Bogotá startups seeking speed and simplicity. Supersociedades overview.

Decreto 1069 de 2015 - Compendio de normas en materia mercantil. This decree consolidates and updates multiple rules within commercial law, assisting practitioners in understanding current requirements for corporate formation, capital, mergers, and related obligations. MinCIT information.

“The SAS structure has become a standard vehicle for fast‑track company formation in Colombia, including Bogotá, due to its simple incorporation and flexible governance.”

For practical regulatory references, you can explore official resources from key agencies such as DIAN for tax and customs, Supersociedades for corporate supervision, and Migración Colombia for investor visa requirements.

4. Frequently Asked Questions

What is the SAS and why is it popular in Bogotá?

The Sociedad por Acciones Simplificada (SAS) is a flexible corporate form created by Ley 1258 de 2008. It allows a simple ownership structure and less formal governance, making it popular for Bogotá startups and foreign investors. It can have a single shareholder and streamlined board practices.

How do I start a company in Bogotá as a foreign investor?

Begin by choosing a corporate form (often SAS or LTDA), prepare the bylaws, and obtain a tax ID (RUT) from DIAN. You must also register the company with the local Chamber of Commerce and file initial corporate documents with the Superintendencia de Sociedades if applicable.

When is a corporate reorganization in Bogotá advisable?

Reorganizations are advisable when you need to restructure ownership, align with tax planning, or facilitate a merger or spin-off. A lawyer coordinates due diligence, documents the plan, and ensures regulatory approvals and proper filings.

Where should I register a new Bogotá entity?

Registration typically occurs with the local Chamber of Commerce during the matricle mercantil process. The lawyer handles name verification, articles of incorporation, and submission of required documents.

Why should I consider converting to a SAS in Colombia?

Converting to a SAS provides flexible governance, potential tax efficiencies, easier capital movement, and simpler shareholder agreements. A lawyer drafts the conversion plan and updates corporate records accordingly.

Can I convert a current LTDA to an SAS in Bogotá?

Yes, conversions are common. You need to draft new by-laws, update shareholder agreements, and file the conversion with the Chamber of Commerce and DIAN. A lawyer provides a structured, compliant path.

Should I hire a local lawyer for corporate matters in Bogotá?

Yes. A Bogotá-based legal professional understands local registries and authorities, language nuances, and deadlines. This reduces the risk of delays and ensures accurate filings.

Do I need a formal shareholders' agreement for a Bogotá company?

Although not always mandatory, a shareholders' agreement clarifies ownership, transfer restrictions, deadlock resolution, and exit provisions. It complements bylaws and reduces future disputes.

Is there a special regime for foreign investments in Bogotá?

Foreign investments must register with DIAN for tax purposes and may be subject to additional regulatory approvals via MinCIT. Immigration considerations may apply for owners and executives.

How long does it take to form a Colombian company in Bogotá?

In typical cases, incorporation and registration can take 1 to 3 weeks, depending on preparedness and filings. Delays may occur if documents are incomplete or if regulatory reviews require extra steps.

What are the typical costs to set up a SAS in Colombia?

Costs include notary fees, registries with the Chamber of Commerce, and initial legal fees. Overall, expect a few hundred to a couple thousand USD, depending on complexity and services required.

What ongoing compliance should a Bogotá company maintain?

Ongoing compliance includes annual financial statements, tax filings with DIAN, and periodic regulatory notices. A lawyer can help establish a compliance calendar and monitor changes in law.

5. Additional Resources

• DIAN - Dirección de Impuestos y Aduanas Nacionales; official tax authority for registration, RUT, VAT, and customs. https://www.dian.gov.co
• Supersociedades - Official regulator of corporate entities, including SAS formation and corporate governance standards. https://www.supersociedades.gov.co
• Migración Colombia - Immigration authority for investor visas and residency matters for foreign nationals involved in Colombian investments. https://www.migracioncolombia.gov.co

6. Next Steps

1. Define your Bogotá investment objectives and select the preferred corporate form (for example, SAS or LTDA) based on ownership and governance needs. Timeline: 1-3 days for decision and initial planning.
2. Gather essential documents and identify local representatives or partners. Timeline: 1-2 weeks to assemble corporate documents, proof of address, and identification.
3. Engage a Bogotá-based attorney with experience in corporate structuring and regulatory compliance. Schedule an introductory consultation to outline scope and budget. Timeline: 1-2 days to shortlist candidates; 1-2 weeks to sign an engagement letter.
4. Prepare and file the incorporation or conversion documents with the Chamber of Commerce and DIAN. Timeline: typically 1-3 weeks depending on document readiness.
5. Draft bylaws, shareholder agreements, and key contracts, including any IP licenses or technology transfer terms. Timeline: 1-2 weeks, with a review period for all parties.
6. Establish a compliance calendar and begin ongoing regulatory filings, tax reporting, and annual accounts. Timeline: ongoing with quarterly reviews.
7. Plan for immigration and residency considerations if foreign owners or executives will reside in Colombia; coordinate with Migración Colombia as needed. Timeline: variable based on visa type and process pace.