Sociedad de Responsabilidad Limitada (Ltda)

The Sociedad de Responsabilidad Limitada (SRL or Ltda) is one of Colombia's traditional corporate structures, regulated by the Código de Comercio (Commercial Code) and commonly used by small and medium-sized businesses, particularly family enterprises and professional partnerships. The Ltda requires between two and twenty-five partners (socios), whose liability is limited to their capital contributions — though partners may assume greater liability in the bylaws if they choose. Unlike the SAS, where shareholders can subscribe capital and pay it over time, the Ltda requires that all partner contributions be fully paid at the time of incorporation. Capital in a Ltda is divided into cuotas sociales (partnership interests) rather than shares, and the transfer of these interests is subject to restrictions that give existing partners preferential rights — making the Ltda inherently more closed and personal than share-based structures.

Formation of a Ltda in Colombia requires a public deed (escritura pública) executed before a notary and subsequently registered with the Cámara de Comercio. The founding document must specify the partners, their contributions, the company's business purpose (which must be defined with specificity, unlike the SAS where a broad purpose is permitted), the governance structure, and rules for the transfer of partnership interests. A revisor fiscal (statutory auditor) is required when the company meets certain asset or revenue thresholds established by law. The more rigid requirements of the Ltda — including the cap on partners, mandatory upfront capital payment, restricted transferability, and specific business purpose — mean this structure is less common for new incorporations today, but it remains appropriate in certain contexts where partners seek a tighter, more controlled business relationship.

At Legal Diligence Medellín, we help clients determine whether the Ltda structure aligns with their business needs or whether a more modern vehicle like the SAS would be more advantageous. When a Ltda is the right choice, our corporate lawyers draft the public deed and bylaws, structure the partner contributions and governance framework, and manage the full registration process. Schedule a consultation to discuss your specific situation and understand which corporate structure best serves your partnership.