Existing user? Sign in
Share your needs with us, get contacted by law firms.
Free. Takes 2 min.
Structured finance refers to complex financing techniques that pool and redistribute risk and cash flows by using instruments such as securitizations, asset-backed financings, project finance structures, and special purpose vehicles - often involving multiple parties, contracts and jurisdictions. In San Gil, Santander, the legal framework that governs structured finance is the same national framework that applies across Colombia, but the local market conditions matter. San Gil is a regional commercial center - most routine steps such as company registration, notarizations and local filings happen locally, while large or highly specialized transactions frequently involve counsel and financial intermediaries based in larger cities such as Bucaramanga or Bogotá.
Structured finance transactions are legally and commercially complex. A lawyer helps you manage legal risk, structure the deal efficiently, and ensure compliance with Colombian law. Common situations where you may need legal help include:
- Creating a special purpose vehicle - SPV - or trust to hold assets and issue securities.
- Drafting and negotiating transaction documents such as trust agreements, loan agreements, intercreditor agreements, servicing contracts, security agreements and subscription documents.
- Conducting legal due diligence on assets, title, contracts, and corporate authorization.
- Registering security interests and ensuring enforceability in insolvency or foreclosure contexts.
- Advising on tax consequences and structuring the transaction to optimize tax treatment while complying with Colombian tax rules.
- Obtaining any necessary regulatory approvals or filings, and handling interactions with supervisors or registries.
- Representing parties in disputes, enforcement actions or insolvency proceedings related to structured finance transactions.
Key legal areas and rules relevant to structured finance in San Gil and across Colombia include the following:
- Commercial and Civil Law - The Colombian Commercial Code and relevant civil law provisions govern company formation, commercial contracts, and obligations.
- Fiduciary Law and Asset Management - Fiducias mercantiles and patrimonios autónomos are commonly used to separate assets from a sponsor and to issue asset-backed instruments. These arrangements require careful drafting to ensure true separation of assets and clear powers for trustees or fiduciaries.
- Securities and Financial Regulation - The Superintendencia Financiera de Colombia supervises regulated financial activities and markets. Certain issuance structures or public offerings may trigger securities regulation or disclosure obligations.
- Insolvency and Restructuring Law - Colombia has procedures for corporate reorganization and liquidation. Understanding debtor-creditor rules is essential for enforcement planning and creditor protection.
- Tax Law - The Dirección de Impuestos y Aduanas Nacionales - DIAN - enforces tax rules. Tax treatment of securitizations, trusts, interest, withholding and VAT-like matters must be analyzed and planned for.
- Registries and Public Instruments - Real estate liens, mortgages and certain security interests must be registered in the appropriate public registries to be effective against third parties. Local chambers of commerce register commercial entities and some agreements.
- Anti-Money Laundering and Exchange Controls - Compliance with anti-money laundering rules and foreign exchange reporting may be required, particularly for cross-border funding and investors.
Because San Gil is part of a national legal system, most substantive rules are set at the national level. However, practical steps - notarizations, local registry entries and interactions with the local chamber of commerce - are done through local offices in San Gil or the departmental capital.
Structured finance creates a legal and financial framework to repackage cash flows and allocate risk among participants. Unlike a straightforward loan from one lender to one borrower, structured finance often uses special purpose entities, multiple classes of debt or securities, and contractual waterfalls to separate assets and redistribute credit risk to investors.
Common instruments include fiduciary trusts and patrimonios autónomos, asset-backed securities, project finance loans, mortgage-backed structures, and debt issued by special purpose vehicles. The specific instrument depends on the asset type, investor profile and regulatory treatment desired.
An SPV is a separate legal entity created to isolate financial risk. It holds assets and issues securities or debt. The SPV protects investors and creditors by segregating the asset pool from the sponsor - provided the separation is properly documented and respects applicable law and registration requirements.
A fiducia mercantil places assets into a separate patrimony managed by a trustee for the benefit of specified beneficiaries or holders of securities. It is widely used in Colombia to create patrimonios autónomos that support the issuance of asset-backed instruments. Properly drafted trust agreements are essential to ensure transfer of economic rights and creditor protection.
It depends on the product and the target investors. Public offerings or instruments that fall under regulated financial intermediation may require filings or authorizations from the Superintendencia Financiera de Colombia. Private placements to qualified investors usually face fewer formal approvals but still require compliance with securities, tax and anti-money laundering rules.
Tax matters often drive the structuring of transactions. Consider corporate income tax, withholding taxes, VAT-like rules, tax on financial transactions, and rules on deductibility of interest. Tax rulings or opinions can be sought in certain cases to reduce uncertainty. Always coordinate tax planning with legal structuring.
Enforcement depends on the type of collateral. Real estate liens and mortgages must be registered in the public registry to be opposable to third parties. Enforcement can proceed through judicial or extrajudicial foreclosure mechanisms, depending on the contract and applicable law. Insolvency processes can affect enforcement priorities, so creditor protections should be planned carefully.
Yes. Foreign investors can participate, but cross-border capital movements may have reporting obligations and tax implications. Foreign investors often require clear documentation on currency payments, repatriation of profits, and compliance with Colombian anti-money laundering and tax reporting rules.
Timelines vary widely. Small private deals may close in a few weeks once due diligence and documentation are completed. Large securitizations or project financings can take several months to complete because of due diligence, regulatory clearances, tax planning and negotiation of complex contracts.
Look for attorneys with experience in finance, securities, tax and commercial law. In San Gil, local lawyers can handle notarizations, filings and smaller transactions. For complex structures you may want a lawyer or firm with experience in larger financial centers - firms in Bucaramanga or Bogotá commonly advise on national-level structured finance deals. Ask for references, sample transaction work and confirm familiarity with trustees, banks and local registries.
Useful institutions and resources to consult when seeking legal advice or information include:
- Superintendencia Financiera de Colombia - national financial regulator responsible for oversight of banks, markets and certain financial products.
- Superintendencia de Sociedades - supervision and guidance on corporate issues and insolvency proceedings.
- Dirección de Impuestos y Aduanas Nacionales - DIAN - for tax rules and compliance guidance.
- Local Cámara de Comercio - for company registration, commercial records and local registry procedures in San Gil or the departmental capital.
- Registro de Instrumentos Públicos - for real estate and public instruments registration administered at the departmental level.
- Bolsa de Valores de Colombia and market infrastructure institutions - for market practices and listing rules when securities are placed through formal markets.
- Unidad de Información y Análisis Financiero - UIAF - for anti-money laundering obligations and reporting guidance.
- Professional associations and bar associations - for referrals to qualified attorneys and for information on practitioner credentials.
If you need legal assistance with structured finance in San Gil, consider the following practical steps:
- Prepare a short summary of the transaction idea, the assets involved, the parties and the intended investors or lenders.
- Gather basic documents - corporate incorporation papers, contracts that create the assets, title documents for real estate, and recent financial statements.
- Schedule an initial consultation with a lawyer experienced in finance - in San Gil or in a nearby city - to review the concept, identify legal issues and estimate fees and timelines.
- Ask the lawyer for a scope of work and an engagement letter that clearly states services, costs and milestones. Confirm whether you need specialized tax or regulatory counsel in addition to the transactional lawyer.
- Plan for due diligence and registrations early - securing clear title, obtaining necessary authorizations and registering security interests can take time.
- If the transaction involves cross-border investors or funds, include counsel experienced in international tax and foreign investment matters.
Taking these steps will help you move from idea to execution with a clearer understanding of legal risks, costs and timeframes. Good legal advice early can preserve value and avoid costly issues later.
Lawzana helps you find the best lawyers and law firms in San Gil through a curated and pre-screened list of qualified legal professionals. Our platform offers rankings and detailed profiles of attorneys and law firms, allowing you to compare based on practice areas, including Structured Finance, experience, and client feedback.
Each profile includes a description of the firm's areas of practice, client reviews, team members and partners, year of establishment, spoken languages, office locations, contact information, social media presence, and any published articles or resources. Most firms on our platform speak English and are experienced in both local and international legal matters.
Get a quote from top-rated law firms in San Gil, Colombia — quickly, securely, and without unnecessary hassle.
Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.
