Company incorporation in Colombia: SAS or branch of a foreign company?

Foreign investors usually choose between two vehicles: a simplified stock company (sociedad por acciones simplificada, SAS) or a branch of a foreign company (sucursal). Each has different consequences for liability, taxes and administration.

SAS versus branch

Typical incorporation steps

1. Define the structure with a legal and tax review.
2. Prepare documents: shareholder identification, powers of attorney, and apostilled documents with official translations where needed.
3. Check the company name and draft the bylaws.
4. Register before the Chamber of Commerce.
5. Obtain the tax ID (RUT) from the DIAN, including electronic invoicing setup.
6. Open a corporate bank account.
7. Register the foreign investment with the Central Bank (Banco de la República).
8. Set up accounting, tax and labor compliance before the first transaction or hire.

Common mistakes

• Choosing the vehicle without looking at tax and liability consequences.
• Writing an overly narrow corporate purpose.
• Forgetting the foreign exchange registration of capital contributions.
• Starting to operate before invoicing and payroll are properly set up.

Working with us

We manage the process from abroad through power of attorney, apostilled documents and video calls, and we coordinate with accountants and banks so the company is ready to operate.