Sociedad por Acciones Simplificada (SAS)

Colombia's most popular corporate structure — flexible, fast to incorporate, and designed for modern businesses of any size. Our corporate lawyers handle your entire SAS formation in Medellín.

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Sociedad por Acciones Simplificada (SAS)

The Sociedad por Acciones Simplificada (SAS) is by far the most widely used corporate vehicle in Colombia, accounting for over 90% of all new company registrations since its creation under Law 1258 of 2008. The SAS was designed specifically to simplify company formation and corporate governance in Colombia, eliminating many of the rigid requirements that made traditional structures like the SA and Ltda burdensome for entrepreneurs. A SAS can be formed by a single shareholder — whether an individual or a legal entity, Colombian or foreign — with no minimum capital requirement, no mandatory board of directors, and maximum flexibility in defining governance rules, share classes, and profit distribution through its bylaws. This makes it equally suitable for solo founders, startups, family businesses, and large corporate groups operating in Colombia.

Incorporation of a SAS is executed through a private document registered with the Cámara de Comercio (Chamber of Commerce), rather than requiring a public deed before a notary — a significant advantage in terms of cost and speed compared to other entity types. The founding document must include the company name, registered address, business purpose (which can be defined broadly as any lawful activity), capital structure, share distribution, and the appointment of a legal representative. While the process is streamlined, it must comply with the requirements of Law 1258, the Código de Comercio, and applicable regulations from the Superintendencia de Sociedades. Errors in the incorporation documents, capital structure, or governance provisions can create legal vulnerabilities that are costly to correct after formation.

At Legal Diligence Medellín, we have incorporated hundreds of SAS companies for both Colombian and foreign entrepreneurs. Our corporate lawyers draft customized bylaws that protect your interests, structure your capital appropriately, and ensure full compliance with Colombian corporate law. We handle the entire registration process with the Cámara de Comercio, obtain your company's NIT and RUT, and advise on post-incorporation obligations including tax registration, beneficial ownership reporting, and annual compliance requirements. Schedule a consultation to discuss your specific business needs and get a clear roadmap for your SAS formation.

Key Requirements

One or More Shareholders

A SAS requires at least one shareholder, who may be an individual or legal entity, Colombian or foreign. There is no maximum shareholder limit.

Founding Document (Documento Privado)

Incorporation is done via private document registered at the Cámara de Comercio. A public deed is not required unless real estate is contributed as capital.

Legal Representative Appointment

At least one legal representative must be appointed. This person will have the authority to bind the company in contracts and legal matters.

Cámara de Comercio Registration

The company must be registered with the local Cámara de Comercio, which issues the mercantile registration certificate (certificado de existencia y representación legal).

Benefits

  • No Minimum Capital Requirement — Start your company with any amount of capital — there is no mandatory minimum investment to incorporate a SAS in Colombia.
  • Limited Liability Protection — Shareholders are liable only up to the amount of their capital contributions, protecting personal assets from corporate obligations.
  • Maximum Governance Flexibility — Design your own governance rules, share classes, voting rights, and profit distribution mechanisms through customizable bylaws.
  • Fast and Cost-Effective Formation — Incorporation via private document is faster and less expensive than entity types that require notarized public deeds.

Not Sure Which Structure Is Right?

Every business has unique needs. Our corporate lawyers will evaluate your goals, investor structure, and industry to recommend the best entity type for your company in Colombia.

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Frequently Asked Questions

How long does it take to incorporate a SAS in Colombia?

The timeline depends on several factors, including whether the shareholders are Colombian or foreign, whether capital contributions involve assets that require additional documentation, and the current processing times at the Cámara de Comercio. Foreign shareholders face additional steps including apostille and translation of identity documents. Our team can provide a specific timeline estimate during your consultation based on your particular circumstances and current processing speeds.

Can a foreigner be the sole shareholder of a SAS?

Yes, a foreign individual or legal entity can be the sole shareholder of a SAS in Colombia. However, foreign shareholders must comply with additional requirements including investment registration with the Banco de la República, obtaining a Colombian tax identification number (NIT), and potentially appointing a local legal representative. The specific requirements and strategic considerations depend on your nationality, the source of funds, and your long-term plans in Colombia — all of which we address during an initial consultation.

What are the ongoing obligations after incorporating a SAS?

SAS companies in Colombia have annual and periodic obligations including financial statement preparation, tax filings (renta, IVA, ICA, and others depending on activity), beneficial ownership reporting (RUB), annual Cámara de Comercio renewal, and compliance with the Superintendencia de Sociedades reporting requirements when applicable. Failure to meet these obligations can result in fines and administrative sanctions. The specific obligations for your company depend on its size, revenue, and industry — details we can clarify during your consultation.

What is the difference between a SAS and a Ltda in Colombia?

While both offer limited liability, the SAS provides significantly more flexibility. A SAS can have a single shareholder (Ltda requires at least two partners), does not require a public deed for incorporation, allows multiple share classes with different rights, and offers far more freedom in structuring governance. The Ltda imposes stricter rules including a maximum of 25 partners and mandatory capital contribution at formation. For most new businesses in Colombia today, the SAS is the recommended structure — but there are specific circumstances where a Ltda may still be appropriate. We can advise on the best choice for your situation.

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