The principal business vehicles used in Colombia are corporations, limited liability partnerships, simplified stock companies, and branches of foreign companies.

Corporations (S.A.)

An S.A. is a commercial company formed by shareholder capital contributions. It requires at least five shareholders. Shareholders’ liability is limited to their capital contributions.

Simplified Stock Companies (S.A.S.)

• An S.A.S. may be incorporated by one or more shareholders, whose liability is limited to their capital contributions.
• The S.A.S. is currently the most widely used corporate form in Colombia. It offers a relatively simple incorporation process and flexible governance.
• It may have a sole shareholder and does not require a board of directors. A statutory auditor is mandatory only if applicable asset or income thresholds are exceeded.

Limited Liability Partnerships (Ltda.)

• An Ltda. must have between two and 25 partners. Their liability is generally limited to their capital contributions.
• The bylaws may provide for greater liability for some or all partners.
• Partners are also jointly and severally liable with the company, proportionally to their capital contributions, for unpaid tax and labour obligations.

Branches of Foreign Companies

• A branch is a commercial establishment organised in Colombia by a foreign company. It is an extension of its head office and is not a separate legal entity.
• Branches may be useful where the parent company’s experience or qualifications are relevant.
• This may arise, for example, in airline operations or public procurement processes using the parent company’s experience and financial statements.

Tax Treatment

S.A., S.A.S., Ltd.’s and branches of foreign companies are subject to the same tax regime.

Choice of Structure

The choice of structure generally depends on the number and type of investors, governance requirements, liability considerations and the intended business activities.

The S.A.S. is generally preferred because of its flexible governance and incorporation requirements. A branch may be more suitable where the foreign parent’s experience, qualifications or financial standing are relevant to the Colombian operations. Tax treatment is generally equivalent across the principal corporate forms and branches.

Incorporation Process

Except for simplified stock companies (S.A.S.), companies must be incorporated by public deed. An S.A.S. may be incorporated by private document.

The incorporation process may be completed directly by the investors or through an attorney-in-fact acting under a valid power of attorney.

Incorporation Documents

The documentation required is generally the same for all corporate forms, except where a public deed is required.

Key documents include:

• evidence of the existence and representation of any corporate shareholder, duly legalised or apostilled and officially translated into Spanish when required;
• powers of attorney granted by the shareholders;
• the company’s bylaws or, in the case of a branch, the corporate resolution authorising its establishment in Colombia; and
• acceptance letters from legal representatives, directors and statutory auditors, where applicable, together with identification documents.

The company must also file the required commercial registration and tax registration forms before the competent Chamber of Commerce.

Timing

The incorporation process usually takes approximately one to two weeks, depending on the type of company.

Incorporation Costs

Incorporation costs principally include registration tax and commercial registration fees.

Registration tax is a departmental tax levied on documents filed with the Chamber of Commerce. Rates vary by jurisdiction and generally range between 0.3% and 1% of the relevant taxable amount. In Bogotá, the rate is 0.7% of the subscribed capital.

Commercial registration fees vary according to the schedules issued by the relevant Chamber of Commerce and the company’s assets.

Post-Incorporation Registrations

Depending on the nature of its activities, the company may be required to obtain authorisation from Colombian Tax and Customs Authority (DIAN) to issue invoices.

Foreign investments must be registered with the Central Bank of Colombia. Companies may also need to register with local tax authorities and complete beneficial ownership registration requirements.

Ongoing Compliance

Companies must comply with recurring corporate and tax obligations, including renewal of the commercial registration, approval of financial statements at the annual shareholders’ meeting and filing of annual income tax returns.

Additional periodic tax and regulatory obligations may apply depending on the company’s activities and circumstances.

Incompanies by shares, mainly S.A. and S.A.S., the issuance of shares is authorised by the relevant corporate body through the rules for the issuance of shares, which must include the payment terms. Under Colombian law, shares must be issued at par value. Shares may be issued with a premium but never below par value. The company may also have different types of shares with different par values.

In Colombia, it is possible to structure different types of shares with different rights. Preferred dividend shares without voting rights and privileged shares in companies under the surveillance of the Superintendence of Companies may require authorisation from that authority. S.A.S. companies may create different classes of shares in their bylaws, making it possible to establish the rights attached to them and regulate their political rights, including voting rights.

Dividends

Dividends may only be distributed from profits reflected in approved financial statements. The company cannot make distributions while losses affecting its capital remain unresolved.

The amount available for distribution may be limited by applicable legal, statutory or occasional reserves. In S.A.S. companies, a legal reserve is not mandatory unless required by the bylaws.

Mandatory profit-distribution rules vary depending on the corporate form. Distribution thresholds applicable to corporations do not generally apply to S.A.S. companies unless incorporated into their bylaws.

Dividends are generally distributed in proportion to each shareholder’s paid-in participation, unless otherwise agreed.

For foreign shareholders, the investment must be registered under Colombia’s foreign-exchange regime to allow the remittance of dividends abroad.

Return of Capital

Capital may be returned through a capital reduction with reimbursement of contributions or through distributions upon liquidation.

A capital reduction involving reimbursement of contributions is subject to creditor protection requirements and may require authorisation from the Superintendency of Companies. Relevant conditions include the company’s liabilities, its post-reduction asset-to-liability position or creditor consent.

Colombian corporate law does not apply a solvency test equivalent to those found in some common law jurisdictions. Instead, capital maintenance is protected through specific statutory requirements.

Share Repurchases and Cancellation

Companies may repurchase their own shares subject to statutory requirements. In S.A.S. companies, the repurchase must be approved by shareholders, funded from liquid profits and involve fully paid shares.

While held by the company, repurchased shares do not confer voting, economic or other shareholder rights. The company may subsequently dispose of, distribute or cancel such shares in accordance with law.

Share cancellations may either increase proportionally the par value of the remaining shares or reduce the company’s capital. Capital reductions resulting from cancellation must comply with legal requirements.

Financial Assistance

Colombian corporate law does not contain a general prohibition on financial assistance for the acquisition of shares applicable to commercial companies. Such arrangements remain subject to corporate, conflict of interest, group company and regulatory restrictions.

In Colombia, since 2023 it has been mandatory to report ultimate beneficial owners (UBOs). This report is filed before the tax authority and is not publicly accessible.

UBOs are the individuals who directly or indirectly control the Colombian entity, whether through ownership or decision-making power.

The report must include only those individuals who hold 5% or more ownership in the Colombian entity or, if no individual meets this threshold, the person with the highest authority or decision-making power over the entity.

The report should not include companies or legal entities, nor is it required to reflect 100% of the ownership or control structure. It should only include the individual or individuals who qualify as UBOs according to the applicable criteria.

General Corporate Governance Framework

Corporate governance in Colombia is primarily governed by the Colombian Commercial Code and Law 222 of 1995. These rules regulate corporate bodies, decision-making processes, administrators and their duties and liabilities. The applicable governance structure depends on the type of company. Law 1258 of 2008 provides the specific framework for S.A.S. companies and allows significant flexibility in designing their governance arrangements through the bylaws.

The principal corporate bodies may include the partners’ meeting or general shareholders’ meeting, the board of directors and the legal representative. The requirement to have a board of directors depends on the type of company and its bylaws.

Members of boards of directors and legal representatives qualify as administrators under Colombian law and are subject to the statutory liability framework described below.

Decree 46 of 2024 further develops the rules applicable to administrators regarding conflicts of interest, competition with the company and deference to business judgement.

Listed Companies and Best Practices

Listed companies and other securities issuers are subject to additional corporate governance requirements, principally under Law 964 of 2005 and regulations issued by the Colombian Financial Superintendency (SFC).

The SFC has also adopted the Colombian Corporate Governance Code (Código País), which contains corporate governance best practices and an implementation reporting framework for securities issuers.

The directors are responsible for the permanent management of corporate affairs. Although corporate law recognises a discretionary margin for the exercise of their office, various regulations establish specific duties of conduct that must be taken into account.

Administrators must act in good faith, with loyalty and with the diligence of a good businessperson. In performing their functions, directors must consider duties relating to the adequate development of the corporate purpose, compliance with legal or statutory provisions, ensuring that the functions entrusted to the statutory auditor are adequately carried out, keeping the commercial and industrial reserve of the company, refraining from misuse of inside information, treating all partners equally and respecting the right of inspection of all partners.

Directors must also refrain from participating, directly or through an interposed person, in activities involving competition with the company or a conflict of interest, unless authorised by the highest corporate body.

Directors are jointly and severally liable for damages caused by fraud or fault to the company, partners or third parties, unless they were not aware of the relevant action or omission, or voted against it and did not execute it. Fault is presumed when directors fail to comply with their functions, exceed their authority or violate the law or the bylaws. Clauses seeking to absolve directors from liability or limit liability to guarantees provided for their positions are deemed unwritten. Insurance covering directors’ conduct is common and admissible, without limiting their liability.

Private Companies

The requirement to have a board of directors depends on the type of company. S.A) must have a board comprising at least three members, while S.A.S. companies are not required to have a board unless their bylaws provide otherwise. If an S.A.S. establishes a board, its bylaws have substantial flexibility to determine its composition, number of members, appointment method and operating rules.

Colombian law does not generally require directors of private companies to be Colombian nationals or residents. Foreign individuals may therefore serve as board members, subject to any specific statutory or regulatory restrictions applicable to the company’s activities.

Private companies are generally not subject to statutory independence or gender diversity requirements for board composition.

Securities Issuers and Listed Companies

Securities issuers, including listed companies, are subject to additional requirements. Their boards must comprise between five and ten principal members, at least 25% of whom must qualify as independent under Colombian securities law.

Issuers may not appoint numerical alternates. Where an independent principal director has an alternate, that alternate must also satisfy the applicable independence requirements.

The Colombian Corporate Governance Code also recommends that boards have an odd number of members, appropriate professional qualifications and a composition that prevents company employees from controlling board decisions. These recommendations operate primarily on a comply-or-explain basis.

There is no general statutory gender quota applicable to all private issuers. However, securities issuers that are mixed-economy companies with majority state ownership must have at least 30% female board representation.

ESG and Sustainability Framework

Colombia does not impose a single ESG framework on all companies. Relevant obligations derive from corporate, environmental, labour, securities and sector specific regulations.

For companies supervised by the Superintendency of Companies, the Basic Legal Circular includes voluntary recommendations on sustainability reporting. The Superintendency has confirmed that sustainability reports are not mandatory and are not triggered by asset or income thresholds. Companies are encouraged to report in accordance with international standards covering governance, environmental, social, economic and financial matters.

Securities Issuers and Climate Related Disclosures

Securities issuers are subject to additional mandatory disclosure requirements under External Circular 031 of 2021 issued by the SFC.

These requirements cover social and environmental matters, including climate-related information, within the issuer’s periodic disclosure framework.

Benefit and Collective Interest Companies

Law 1901 of 2018 allows commercial companies to voluntarily adopt Benefit and Collective Interest (BIC) status. BIC companies must pursue collective benefit purposes and prepare an annual report on their social and environmental impact using an independent standard and making the report publicly available.

Directors of BIC companies must balance the company’s interests, shareholders’ interests and the collective benefit objectives established in the bylaws.

Directors’ Duties and Board Oversight

Outside the BIC regime, Colombian corporate law does not impose a general duty on directors to prioritise ESG or broader stakeholder interests. Directors must act in good faith, with loyalty and due care, in the company’s best interests while considering shareholders’ interests.

As a matter of good governance, boards should integrate material ESG risks into strategy, risk management and disclosure processes, and oversee management’s response to environmental, social and climate-related risks.

Decree 46 of 2024 establishes a legal framework for directors’ conduct in commercial companies, conflicts of interest and the application of the business judgement rule.

A conflict of interest exists when a director has direct or indirect interests that may compromise their independence in decision-making for the benefit of the company. The Decree also addresses activities that constitute competition with the company and situations where a conflict arises through interposed persons, such as relatives or companies controlled by the director or related parties.

If there is a potential conflict, the directors must call a general shareholders’ meeting or inform the legal representative to do so. The conflict must be included in the agenda, and the director must provide clear and relevant information. Authorisation may be granted only if the company’s interests are not harmed, and if the director is also a shareholder, their vote is excluded.

Shareholders or partners who authorise an act that harms the company may be liable for damages, unless they lacked sufficient information to decide. The statutory auditor must inform the highest corporate body and the legal representative in writing if they become aware of a conflict of interest. Authorised transactions must be reported in accordance with applicable law.

Except in cases of bad faith or breach of law, deference is given to the business judgement of directors acting in good faith and in the best interests of the company. Related party transactions must also be considered from a tax perspective and should comply with the arm’s-length principle, which may trigger transfer pricing obligations.

Shareholder Rights

Shareholders generally hold economic and governance rights, including voting rights, profit participation, access to corporate information and participation in remaining assets upon liquidation after payment of liabilities.

The rights attached to shares depend on the company type, share class and bylaws. Colombian law permits different classes of shares with varying economic and voting rights, subject to statutory limits.

Shareholders participate in key corporate decisions through the shareholders’ meeting, including bylaw amendments, mergers, demergers, transformations, dissolution and other matters reserved by law or the bylaws. Approval thresholds vary according to the company type, the matter involved and the bylaws.

Shareholders also have inspection rights over certain corporate books and records, subject to the applicable legal requirements.

Statutory Remedies

Shareholders may challenge resolutions adopted in breach of the law or the bylaws, subject to applicable procedural requirements.

They may also bring claims against directors for breaches of duty causing damages. Colombian law further provides a corporate liability action against administrators, exercised in the company’s interest pursuant to the relevant statutory procedure.

Certain fundamental transactions may trigger withdrawal rights for absent or dissenting shareholders if the transaction increases their liability or adversely affects their economic rights.

In S.A.S. companies, abusive voting by majority, minority or parity shareholders is expressly prohibited. Available remedies include damages and, where appropriate, the invalidation of the relevant corporate decision.

Shareholder Agreements

Shareholder agreements are commonly used to supplement the bylaws and regulate relationships among some or all shareholders.

They commonly address voting arrangements, transfer restrictions, rights of first refusal, tag-along and drag-along rights, governance matters, deadlock mechanisms and dispute resolution.

The applicable enforceability requirements depend on the type of company. Under the general regime, certain voting agreements must be in writing and deposited with the company to produce effects against it. S.A.S. companies are subject to a broader regime. Shareholder agreements may regulate share transfers, pre-emptive rights, voting arrangements, representation at shareholders’ meetings and generally any other lawful matter.

For these agreements to be enforceable against an S.A.S., they must comply with the statutory requirements and be deposited with the company. Properly deposited agreements may also be specifically enforced before the Superintendency of Companies.

Shareholder agreements concerning listed companies are subject to additional disclosure requirements before the securities market.

Shareholder Disputes and Remedies

Corporate disputes may be resolved before the ordinary courts or, in matters falling within their jurisdiction, before the Superintendency of Companies. Arbitration is also frequently agreed in bylaws and shareholder agreements.

The Superintendency has jurisdiction over disputes between shareholders, the company and administrators, challenges to corporate resolutions and the enforcement of shareholder agreements.

Colombian law does not use the concept of an oppression or unfair prejudice remedy as such. However, shareholders may challenge decisions adopted through an abuse of voting rights.

This protection applies to abuse by majority, minority and parity shareholders. Available remedies include invalidation of the relevant decision and damages.

Shareholders may also pursue liability claims against administrators. The statutory corporate liability action is brought in the company’s interest following approval by the shareholders.

If the company does not commence the action within three months after approval, individual shareholders and certain other persons may bring it on the company’s behalf.

Finally, shareholders may seek a determination regarding the occurrence of a statutory or contractual dissolution event. Colombian law does not generally provide a standalone right to seek winding-up merely because a shareholder considers the relationship unfair or oppressive.

Legal Framework and Private M&A

Private M&A transactions are primarily governed by the Colombian Commercial Code, Law 222 of 1995 and, for S.A.S. companies, Law 1258 of 2008.

The most common structures are share acquisitions, asset acquisitions and statutory mergers. Share acquisitions are generally contractual transactions and do not require governmental approval solely because of the transfer of shares.

However, competition clearance, sector-specific approvals, foreign investment filings and contractual or corporate consents may apply depending on the transaction.

Statutory mergers constitute corporate reorganisations and require approval from the relevant corporate bodies. They are also subject to creditor protection requirements, registration formalities and, where applicable, supervision by the Superintendency of Companies.

The Superintendency applies either a general regime or a prior authorisation regime for mergers and demergers, depending on the companies involved and their supervisory status.

Merger Control

Colombian merger control is principally governed by Law 1340 of 2009.

Transactions may require prior notification or authorisation where the parties conduct the same economic activity or participate in the same value chain and exceed annually determined financial thresholds.

Where those requirements are met but the parties jointly hold less than 20% of the relevant market, notification is sufficient. Otherwise, prior clearance from the Superintendency of Industry and Commerce may be required.

The analysis applies regardless of the legal form of the transaction and may therefore capture share acquisitions, asset acquisitions and other transactions resulting in an integration or acquisition of control.

Public M&A and Tender Offers

Acquisitions of listed companies are additionally governed by Law 964 of 2005 and Decree 2555 of 2010, as amended.

A mandatory public tender offer (oferta pública de adquisición or OPA) is required to acquire a beneficial ownership interest of 25% or more of the voting capital of a listed company.

A shareholder already holding at least 25% must also use an OPA to increase its participation by more than five percentage points.

OPAs are subject to the supervision of the SFC and are conducted through the Colombian stock exchange.

Recent Regulatory Developments

Decree 451 of 2026 significantly modernised the Colombian tender/offer regime.

Among other changes, it consolidated the rules applicable to mandatory and voluntary OPAs, strengthened the framework for competing and improved offers and introduced a nine-month restriction on successive offers.

The new regime also expressly addresses pre-agreements with selling shareholders and strengthens disclosure and minority shareholder protections.

In 2026, the Superintendency of Companies also issued a new Basic Legal Circular, which updated and clarified the supervisory framework for mergers and demergers, including applicable authorisation and disclosure requirements.

Judicial and Dispute Resolution Considerations

M&A transactions in Colombia are not generally subject to court approval or to a process equivalent to a scheme of arrangement.

Judicial intervention typically arises from disputes relating to corporate approvals, shareholder rights or the performance of transaction documents.

Contractual M&A disputes may also be submitted to arbitration where the parties have agreed to an arbitration clause.

Recent developments in Colombian M&A law have been driven predominantly by legislation and regulatory authorities rather than by a significant line of court decisions altering the substantive M&A framework.

Regulatory Framework and Authorities

Colombia’s capital markets are governed primarily by Law 964 of 2005, Decree 2555 of 2010 and SFC regulations.

Law 964 establishes the general framework for securities market regulation, while Decree 2555 contains the principal rules applicable to issuers, offerings, intermediaries, collective investment schemes and market infrastructure.

Regulatory policy is developed by the Ministry of Finance and Public Credit and the Financial Regulation Unit (URF). The SFC is the main supervisory authority and administers the National Registry of Securities and Issuers (RNVE) through the Integrated Securities Market Information System (SIMEV).

The Colombian Securities Market Self-Regulatory Organization (AMV) complements the Superintendencies’ functions through self-regulatory, supervisory, disciplinary and certification activities applicable to market participants.

Public Offerings and Registration Requirements

Public offerings are regulated by Law 964, Decree 2555 and Superintendencies’ regulations.

An offering is generally considered public when addressed to unidentified persons or to 100 or more identified persons. Public offering rules may also apply where investors are reached through public pre-marketing activities.

Public offerings generally require prior authorisation and registration of the relevant securities with the RNVE. IPOs require issuer and securities registration, whereas follow-on offerings remain subject to securities registration and regulatory approval requirements.

Issuers must prepare a prospectus containing information necessary for informed investment decisions, including details regarding the issuer, financial condition, risks, use of proceeds and offering terms. Issuers with securities registered in the RNVE are subject to ongoing disclosure obligations.

Certain transactions benefit from exemptions or simplified regimes under Decree 2555. The timing of an offering depends on the specific transaction and the SFCs review process.

Stock Exchange Listing

RNVE registration and stock exchange listing are separate requirements.

While RNVE registration is administered by the SFC, listing is governed by the rules of the relevant exchange. Securities intended for public trading must generally satisfy exchange admission requirements before launch.

Certain instruments, including publicly offered bonds, must be admitted to a trading venue before placement. Compliance with RNVE and SFC requirements does not automatically satisfy exchange-listing obligations.

Offerings Outside the Public-Offering Regime

Colombian law does not generally recognise traditional prospectus exemptions. Instead, certain transactions fall outside the definition of a public offering or are subject to simplified regulatory frameworks.

As a general rule, offerings made to fewer than 100 identified persons are not considered public, provided they are not otherwise directed to the broader market. Certain transactions, including specific shareholder, capitalisation and employee share plans, are also excluded from the public offering regime.

Colombia further provides a simplified framework through the Second Market, which is generally available only to authorised or professional investors and remains subject to reduced registration and disclosure requirements.

Private offerings outside the public offering regime generally do not require RNVE registration or compliance with ordinary prospectus requirements.

Resale Restrictions and Consequences of Non-Compliance

Colombian law generally does not impose statutory holding periods on securities acquired through private placements. However, each subsequent transfer must be assessed independently, and resale requirements may apply if the transaction constitutes a public offering.

For Second Market securities, transfers are generally limited to authorised investors unless a regulatory exception applies. These restrictions are based on investor eligibility rather than the passage of time.

Resales conducted in breach of applicable public-offering, registration or investor eligibility requirements may be ineffective and may result in administrative sanctions.

Periodic Disclosure

Issuers with securities registered in the RNVE must keep their registration updated by filing periodic and relevant information with the SFC. Where securities are traded through a securities trading system, the same information must also be disclosed through that system within the applicable deadlines. Additional disclosure requirements may apply to exchange-listed issuers.

Periodic disclosure includes annual and quarterly reports. Annual reports contain financial statements and material information concerning the issuer’s operations, risks and significant litigation. Quarterly reports include interim financial statements, material developments affecting the issuer’s financial position, management discussion and analysis, and significant changes in risks and ESG matters, where applicable. All disclosures must be accurate, complete and understandable to investors and the market.

Material Events

Material events are disclosed through the Colombian relevant information disclosure regime. Information is considered material where a prudent and diligent investor would take it into account or exercise related rights.

Issuers must disclose, among other matters, material agreements outside the ordinary course of business, significant acquisitions or disposals, changes of control, material financial obligations, significant litigation or administrative proceedings, changes in credit ratings, and major corporate or management developments.

Relevant information must be disclosed through the SFC’s official mechanism immediately after the event occurs or, if the information originates from a third party, once the issuer becomes aware of it. Disclosure through other media is only permitted after, or simultaneously with, disclosure through the prescribed regulatory channel. If potentially relevant information is reported by the media, the issuer must address its accuracy through the same mechanism.

In exceptional circumstances, the issuer may request SFC authorisation to temporarily withhold relevant information where disclosure could harm the issuer or affect market stability, subject to applicable regulatory requirements. Disclosure obligations relating to significant changes in shareholdings are discussed in 5.4 Shareholder Disclosure.

Market Abuse and Inside Information

Colombian securities law prohibits insider trading, the improper use or disclosure of inside information, and market manipulation. The principal framework is set out in Law 45 of 1990, Law 964 of 2005, Decree 2555 of 2010 and the Colombian Criminal Code.

Decree 2555 defines inside information as confidential information, information not publicly disclosed despite a disclosure obligation, or non-public information that a prudent investor would consider when trading securities.

Market participants must refrain from trading on inside information, providing it to unauthorised third parties, or recommending transactions based on such information. Breaches may give rise to administrative sanctions under securities regulations.

Market Manipulation

Market manipulation is expressly prohibited. Prohibited conduct includes transactions or practices intended to interfere with the free formation of prices, manipulate liquidity, create artificial supply or demand, artificially affect prices, or restrict free competition in securities offerings.

Criminal Liability

Certain conduct may also result in criminal liability. Article 258 of the Colombian Criminal Code penalises the improper use of non-public information by employees, advisers, directors and managers for their own benefit or that of third parties, including trading in securities registered in the RNVE.

Article 317 separately criminalises certain fraudulent manipulation of RNVE-registered securities.

Administrative and Self-Regulatory Enforcement

The SFC is the primary authority responsible for supervising and enforcing compliance with securities-market regulations. It may investigate violations, request information, conduct inspections and administrative proceedings, and impose sanctions.

Available sanctions include warnings, fines, suspension or disqualification from management functions for up to five years, removal from office, and suspension or cancellation of SIMEV registrations, without prejudice to any civil, disciplinary or criminal liability.

AMV also exercises supervisory and disciplinary authority over securities intermediaries and other regulated persons, including matters involving inside information, market manipulation, conflicts of interest and market conduct obligations. Its powers complement, rather than replace, those of the SFC.

Conduct constituting a criminal offence may additionally be investigated and prosecuted by the competent criminal authorities independently of any administrative or self-regulatory proceedings.

Disclosure of Substantial Shareholdings

Under the relevant information regime, issuers must disclose significant changes in their capital structure. This obligation operates primarily through issuer disclosure rather than through a separate substantial shareholder filing system.

A change is deemed significant when a person or group constituting the same beneficial owner acquires or disposes of an interest resulting in a variation equal to or greater than 5% of the issuer’s capital. The disclosure must include the transaction details and the percentage of participatory securities held, directly or indirectly, by the beneficial owner following the transaction.

Issuers must also disclose changes in control. For these purposes, beneficial ownership extends beyond registered shareholders and includes persons exercising direct or indirect decision-making power over the securities.

Acquisitions of significant voting interests in listed companies may also trigger the mandatory OPA regime, which governs the acquisition of substantial voting stakes and operates separately from the disclosure requirements described above

Relevant Thresholds

The disclosure threshold is a variation equal to or greater than 5% of the issuer’s capital held by the relevant beneficial owner, considering both direct and indirect holdings. The issuer is responsible for disclosing the change once it becomes aware of it under the applicable rules.

This threshold differs from those applicable under the mandatory OPA regime. Generally, a person or group constituting the same beneficial owner may acquire 25% or more of the voting capital of a listed company only through a mandatory OPA. Likewise, a beneficial owner already holding at least 25% may generally increase its participation by more than an additional 5% only through a mandatory OPA, subject to applicable exceptions.

Consequences of Non-Compliance

Failure to comply with substantial shareholding disclosure obligations may constitute a breach of securities market regulations and result in administrative enforcement by the SFC.

Where voting shares are acquired in breach of the mandatory OPA regime, the political and economic rights attached to the improperly acquired securities are suspended. The issuer must also demonstrate to the SFC that the effects of the relevant transactions have been fully reversed. Securities subject to suspension are not counted for quorum or voting purposes.

Corporate Compliance and Internal Control

Colombian law does not impose a uniform compliance programme on all companies. Requirements vary according to the entity’s activities, size, risk profile and supervisory authority.

Companies subject to the Superintendency of Companies may be required to implement systems to manage money laundering, terrorist financing, proliferation financing, corruption and transnational bribery risks. Depending on the applicable regime, these obligations may be triggered when statutory thresholds are met, including, for certain compliance systems, assets or income exceeding 4.929.017 basic value unit (UVB). These systems generally include risk assessment, due diligence, internal controls, training, reporting mechanisms and the appointment of Compliance Officers.

Entities supervised by the SFC are subject to separate risk-management and internal-control requirements, including SARLAFT, which covers customer and beneficial owner due diligence, transaction monitoring and regulatory reporting.

Securities issuers are generally also required to establish an audit committee composed of at least three board members, including all independent directors, and chaired by an independent director, subject to applicable exceptions. The committee oversees internal audit functions and compliance with financial reporting and disclosure obligations.

Whistle-Blowing and Reporting Mechanisms

Colombia does not have a single whistle-blowing regime applicable to all private companies. Reporting obligations depend on the regulatory framework applicable to each entity.

Under the Superintendency of Companies regime, obligated entities must maintain confidential and anonymous reporting channels for compliance related misconduct and establish procedures for investigating reports and protecting confidentiality.

They must also identify and report suspicious transactions to the Colombian Financial Information and Analysis Unit (UIAF) without requiring proof of a criminal offence or the illicit origin of funds. Suspicious transaction reports (ROS) must be submitted immediately through the SIREL platform. In addition, statutory auditors and Compliance Officers, where applicable, are required to report to the Superintendency of Companies conduct that may constitute transnational bribery in accordance with the applicable compliance framework.

Entities subject to the SFC’s SARLAFT framework must comply with the corresponding reporting obligations.

Governance of Compliance Risk

Companies should adopt a risk-based compliance framework proportionate to their activities and risk exposure, with responsibilities allocated among the board, senior management, compliance, risk-management and internal-audit functions.

The board should oversee the compliance system, appoint compliance officers and ensure adequate resources. Compliance officers should operate independently and report directly to the board or highest governing body.

The framework should include risk assessment, due diligence, conflict-of-interest controls, internal policies, reporting mechanisms, training, investigations, monitoring and periodic review. Obligated entities are also generally required to conduct annual internal or external reviews to assess the effectiveness, efficiency and compliance of the relevant risk management system. The Three Lines Model is also recognised as a relevant governance framework.

For securities issuers and other entities supervised by the SFC, compliance should be integrated into the broader internal control and risk management structure, taking into account audit committee requirements and the corporate governance principles reflected in the Code of Best Corporate Practices.

Legal Framework and Available Security Interests

Secured transactions over movable assets are primarily governed by Law 1676 of 2013 and Decree 1074 of 2015, as amended. The regime adopts a functional approach, applying to any transaction that secures obligations with movable assets regardless of its form.

Collateral may include present and future assets, inventory, receivables, contractual rights, non-book-entry shares, bank accounts and intellectual property. Security assignments, retention-of-title arrangements and security trusts are also recognised. Although Colombian law does not provide for a floating charge, security may cover categories or substantially all present and future movable assets.

Mortgages over real estate are governed by the Civil Code and Law 1579 of 2012 and require execution by public deed and registration. Certain assets, including intermediated securities and negotiable instruments, remain subject to special regimes.

Perfection, Priority and Enforcement

Movable security agreements must be in writing and comply with the requirements of Law 1676. Effectiveness against third parties is generally achieved through registration in the Movable Collateral Registry, possession or control, depending on the asset type.

Security over bank accounts is perfected through control arrangements, while security over nominative shares requires registration in the Movable Collateral Registry and annotation in the shareholder ledger. Assets subject to special registries may require additional filings.

Priority is generally determined by the date of registration or, where applicable, the time possession or control is obtained. Special rules apply to acquisition security interests, statutory preferences and insolvency proceedings.

Security interests may be enforced through direct payment, judicial proceedings or the special enforcement procedures provided under Law 1676. Insolvency proceedings under Law 1116 of 2006 may affect enforcement rights and contain specific protections for secured creditors.

Acquisition Financing and Security Packages

Acquisition financings are commonly structured as secured debt incurred by the purchaser or acquisition vehicle. Security packages frequently include pledges over shares, receivables, contractual rights, bank accounts, movable assets and, where relevant, mortgages over real estate. Security trusts are also widely used.

Target-level guarantees and security require analysis of corporate capacity, corporate benefit, directors’ duties, conflicts of interest and applicable approvals. Companies subject to the control of the Superintendency of Companies require prior authorisation before granting security over their assets.

Where multiple creditors share collateral, intercreditor agreements commonly govern enforcement, voting, proceeds distribution and subordination arrangements. These agreements do not replace the perfection and registration requirements applicable to the underlying security interests. Foreign exchange reporting requirements may also apply to acquisition financing structured as external indebtedness.

Recent Developments

Law 2437 of 2024 made permanent several insolvency measures introduced during the COVID-19 period, including priority treatment for certain financing granted during reorganisation proceedings. In specific cases, court-authorised financing may benefit from second-ranking or even first-ranking security, subject to statutory safeguards.

Law 2540 of 2025, effective from 27 February 2026, introduced institutional arbitration for enforcement proceedings where executive arbitration has been agreed, potentially extending to secured and mortgage enforcement actions.

In addition, Decree 510 of 2026 updated the regulatory framework applicable to fiduciary businesses and expressly recognised security trusts as a distinct category of fiduciary business for supervisory purposes.

Contract Formation and Enforceability

Under Colombian law, commercial contracts are generally consensual and may be concluded without specific formalities. Certain contracts, however, are subject to statutory formalities, such as transactions involving real estate.

The principal requirements for validity are legal capacity, consent free from defects, a lawful object and a lawful cause. Colombian law does not require consideration in the common-law sense.

Contracts may be subject to absolute or relative nullity. Absolute nullity generally arises from an unlawful object or cause, absolute incapacity, or failure to comply with formalities required for the validity of the transaction. Relative nullity generally concerns defects affecting consent or relative incapacity and may be cured in accordance with applicable law.

Commercial contracts must be performed and interpreted in good faith. Interpretation primarily seeks to determine the parties’ common intention and preserve the effectiveness of the contract. Other statutory principles include systematic interpretation, consideration of the parties’ conduct and, in cases of ambiguity, interpretation against the drafter where applicable.

Parties may generally allocate and limit contractual liability, subject to mandatory law and public policy. Agreements purporting to waive liability for future wilful misconduct are unenforceable.

A breach of contract may give rise to the right to initiate court proceedings. Depending on the nature of the obligation, different proceedings may be initiated.

It is generally possible to include grounds for termination in the contract. If a contract is wrongfully terminated, the other party may claim damages, including consequential damages and loss of profits.

Force majeure is recognised under Colombian law and the event must be unpredictable and irresistible in order to operate as an exception to compliance with an obligation. The effects of force majeure, including suspension for a certain period and other consequences, may be regulated in the contract.

Hardship is also recognised under Colombian law and refers to unpredictable events. Colombian law provides that the contract may be reviewed by a judge, who may readjust the contract or order its termination. The parties may also regulate hardship events contractually.

Intellectual Property in Commercial Transactions

Colombia’s intellectual property regime combines Andean Community and domestic rules. Patents, trade marks and trade secrets are mainly governed by Andean Decision 486, while copyright is regulated by Andean Decision 351, Law 23 of 1982 and related amendments.

Patents and trade marks may be assigned or licensed. Transfers and licences concerning registered industrial property rights should be recorded with the Superintendency of Industry and Commerce to be effective against third parties.

Copyright distinguishes between moral and economic rights. Economic rights may be assigned or licensed, while moral rights remain with the author. Transfers must be in writing and, where ownership or exclusivity is involved, registered with the National Copyright Directorate to produce effects against third parties. Trade secrets are protected if the information is confidential, commercially valuable and subject to reasonable protection measures.

Ownership of Intellectual Property

Industrial property created under written employment or services agreements is generally presumed to belong to the employer or contracting party, unless otherwise agreed. In joint development projects, ownership and exploitation rights should be expressly allocated.

For copyright, creators remain the original holders of moral and economic rights, although economic rights are generally presumed transferred to the employer or commissioning party when works are created under written employment or services agreements.

AI-assisted content requires particular attention, as Colombian copyright protection remains based on human authorship. Accordingly, transactions should clearly identify the human contribution and regulate ownership and permitted uses contractually.

Remedies for Infringement

Industrial property owners may seek injunctions, removal of infringing products and damages. Interim measures are also available to prevent infringement, preserve evidence and secure enforcement.

Copyright holders may pursue civil remedies, including damages and precautionary measures. Courts may order the destruction or withdrawal of infringing goods, and certain infringements may also result in criminal liability.

Principal Consumer Protection Laws and Regulations, and their Interaction with Commercial Agreements

Consumer protection has constitutional status in Colombia under Article 78 of the Constitution and is primarily governed by Law 1480 of 2011 (Consumer Statute), as amended by Law 2439 of 2024. Consumer rights are mandatory and cannot be waived contractually. Sector-specific regimes, including financial services, public utilities, telecommunications, air transport and healthcare, prevail where applicable, with the Consumer Statute applying supplementarily.

The regime directly impacts commercial agreements. Producers and suppliers are jointly and severally liable under the legal warranty regime for the quality, fitness and safety of goods and services. Contractual warranties may supplement, but not limit, statutory rights. Liability for defective products is also strict and joint and several, and contractual risk-allocation provisions are unenforceable against consumers.

Suppliers must provide clear, truthful and verifiable information, including pricing and relevant risks. Public offers and advertising are binding and form part of the contract, while misleading advertising is prohibited.

The Consumer Statute regulates adhesion contracts and unfair terms. Standard terms must be disclosed before contract formation and are interpreted against the drafter. Clauses creating an unjustified imbalance to the consumer’s detriment are ineffective by operation of law.

Consumers enjoy cooling-off rights in certain transactions, including distance sales, non-traditional sales methods, timeshare agreements and supplier-financed sales. The withdrawal period is five business days, subject to statutory exceptions. Following Law 2439 of 2024, e-commerce refunds must generally be processed within 15 calendar days. Additional protections include payment-reversal rights in cases such as fraud, non-delivery or delivery of non-conforming goods. Consumers cannot be charged for unsolicited goods or services.

The Obligations That Bear on Commercial Agreements

The key obligations bearing on commercial agreements include compliance with legal warranty requirements, product liability rules, information duties and restrictions on unfair contractual terms.

Producers and suppliers are jointly and severally liable for legal warranties and defective products. Consumers may bring claims against either party, while contractual indemnities and limitations of liability remain effective only between commercial parties.

Suppliers must provide clear, truthful and verifiable information regarding goods and services, including pricing and relevant risks. Public offers and advertising are binding, and objective advertising claims must be substantiated.

Standard terms must be disclosed before contract formation and are interpreted against the drafter. Clauses creating an unjustified imbalance to the consumer’s detriment are ineffective by operation of law.

Consumers benefit from cooling-off rights in qualifying transactions, as well as payment-reversal rights in distance and electronic sales involving fraud, non-delivery or delivery of non-conforming goods. They also cannot be charged for products or services that were not expressly accepted.

Key Enforcement Mechanisms Available to Regulators and Consumers

The Superintendence of Industry and Commerce (SIC) is Colombia’s principal consumer protection authority and exercises both administrative and judicial functions.

Administratively, the SIC may investigate infringements ex officio or upon complaint, order interim measures and impose sanctions, including fines, business closures, product bans and destruction orders. Sector regulators exercise equivalent powers within their respective industries.

Consumers may seek redress through consumer protection actions, defective-product claims and collective proceedings. Consumer disputes may be brought before the SIC acting in its judicial capacity or the ordinary civil courts, while defective-product damage claims are heard by civil courts. Class and popular actions are also available to protect collective interests.

Additional remedies may arise under unfair competition, data protection and sector-specific regimes. Financial consumers may also submit complaints to the Financial Consumer Ombudsman.

Unfair and Unconscionable Practices, Misleading Advertising and E-commerce

Unfair commercial practices are primarily regulated by the Consumer Statute and unfair competition rules.

Unfair terms are assessed according to whether they create an unjustified imbalance to the consumer's detriment and are ineffective by operation of law. The SIC may require suppliers to amend standard contractual terms. Common examples include clauses limiting statutory warranties, reversing the burden of proof, allowing unilateral modifications or imposing automatic renewals without effective cancellation mechanisms.

Misleading advertising is prohibited, and objective claims must be substantiated. Guidance also requires disclosure of commercial relationships in influencer marketing.

Specific e-commerce rules require suppliers and platforms to identify sellers, publish terms and conditions, allow consumers to review and correct orders before submission, and retain transaction records.

Law 2439 of 2024 strengthened digital consumer protection by requiring effective communication channels, immediate notice of product unavailability and refunds within 15 calendar days where applicable. Where consumers accept delayed delivery, the delivery period may not exceed thirty calendar days; otherwise, they are entitled to a full refund. The SIC may adopt additional measures to protect consumers in digital commerce.

Competition and Merger Control

Colombia’s competition regime is primarily governed by Law 155 of 1959, Decree 2153 of 1992 and Law 1340 of 2009. The SIC is the national competition authority.

A transaction must be notified when the parties engage in the same economic activity or participate in the same value chain and meet the applicable asset or revenue thresholds. Transactions where the parties hold less than 20% of each relevant market are subject to a simplified notification process and are deemed authorised. Where the parties hold 20% or more of any relevant market, prior approval from the SIC is required.

The SIC reviews transactions through a two-phase procedure. It may authorise, condition or object to a transaction where it considers that it may result in an undue restriction of competition.

Failure to comply with merger control rules may lead to significant fines for both companies and individuals, and the SIC may order the reversal of transactions that unduly restrict competition.

Anti-competitive agreements, unilateral anti-competitive conduct and abuse of dominance are prohibited and may result in administrative sanctions and corrective measures. Bid-rigging in public procurement may also give rise to criminal liability.

Incentives Available to Foreign Investors in Colombia

Colombia does not provide a general tax holiday or grant programme specifically for foreign investors. Foreign and domestic investors generally have access to the same tax incentives and special regimes, subject to compliance with the applicable requirements.

A key incentive is the Free Trade Zone (FTZ) regime, under which industrial users may benefit from a preferential 20% corporate income tax rate on qualifying export-related income, as well as customs and VAT benefits, subject to statutory conditions.

Colombia also grants sector-specific incentives. Certain hotel, ecotourism and agrotourism projects may qualify for a 15% corporate income tax rate for ten years. Investments in non-conventional renewable energy and energy-efficiency projects may benefit from tax deductions, VAT exclusions and accelerated depreciation, subject to certification and regulatory requirements.

Additional incentives include tax credits for qualifying investments in research, technological development, innovation and environmental projects.

While no grants or subsidies are available solely on the basis of foreign ownership, financial support may be available through specific government programmes or strategic sector initiatives. Accordingly, the incentives available to foreign investors depend largely on the sector, location and characteristics of the investment, including eligibility for special regimes such as FTZs.

Personal Data Processing Under Colombian Law

Colombian data protection rules apply to Colombian and foreign individuals or entities that process personal data in Colombia, including foreign companies collecting personal data within the country.

Data subjects have the right to access, update, rectify and request deletion of their personal data, obtain information regarding its processing, request proof of consent, file complaints before the competent authority and, where applicable, revoke authorisation when processing violates legal or constitutional requirements.

As a general rule, personal data may only be processed with prior, informed and verifiable authorisation of the data subject. Controllers must inform individuals of the purpose of processing, their rights and the identity of the controller.

Organisations must implement data processing policies, privacy notices and procedures for handling requests and complaints. Processing of sensitive data generally requires express authorisation, subject to limited exceptions.

Cross-border transfers and transmissions of personal data are subject to regulatory requirements. Transfers generally require an adequate level of protection or a legal exception, while transmissions to processors are permitted under compliant data-processing agreements.

Certain organisations must register databases in the National Database Registry and report security incidents within the prescribed period. Non-compliance may result in administrative sanctions.

In Colombia, separate regulatory frameworks govern anti-money laundering, terrorist financing and financing for the proliferation of weapons of mass destruction (LA/FT/FPADM), and anti-corruption and anti-bribery risks (C/ST). The LA/FT/FPADM regime follows Financial Action Task Force (FATF) standards, while C/ST requirements are based on OECD guidelines.

Sector-specific authorities require companies to implement compliance systems. Financial entities must comply with regulations issued by the SFC, while transportation companies are subject to the Superintendency of Transportation.

Companies required to implement an LA/FT/FPADM and/or C/ST risk system must identify risks, adopt mitigation measures, and establish due diligence, restricted-list screening and reporting procedures.

Non-compliance may result in investigations and fines imposed by the relevant authorities.

In Colombia, many areas have become protected in recent years, and there are also regulations concerning land use.

In addition, there is an environmental regulatory framework. The sectors most impacted by environmental rules are infrastructure, oil and gas, and mining.

Since Colombia is a republic, national law applies in terms of health and safety, regulated under labour laws. Companies must implement health and safety risk programmes for their employees.

Only certain sectors require specific licences to operate, including mining activities, cannabis, financial services, surveillance, and transportation.

In 2024, the data protection authority established mandatory guidelines for the use of personal data in AI systems in Colombia.

Under those guidelines, all processing of personal data in AI systems must meet the following criteria: suitability, meaning the processing must be appropriate for the declared purpose; necessity, meaning only strictly necessary data should be processed; reasonableness, meaning the processing must be proportionate to the objective; strict proportionality, meaning the benefits of processing must outweigh the risks to data subjects; and demonstrated accountability, meaning the company must be able to demonstrate compliance with the applicable regulations.

In 2025, the government established the National AI Policy to promote AI. Colombia is currently developing a specific AI law.

Other Regulatory Compliance Requirements

In addition to the regimes described in 9. Regulatory Compliance, Colombian businesses are subject to accounting, financial reporting and tax compliance requirements.

Law 1314 of 2009 and Decree 2420 of 2015 establish the general framework for accounting, financial reporting and assurance standards. The applicable standards depend on the classification and characteristics of the relevant entity.

Businesses required to issue invoices must generally comply with Colombia’s electronic invoicing regime.

Additional registration, reporting or compliance requirements may apply depending on the company’s activities, size, sector and supervisory authority.

Principal Employment and Labour Laws

Employment relationships in Colombia are primarily governed by three regulatory areas, as set out below.

Labour obligations

The Substantive Labour Code (CST), as amended by Law 2466 of 2025, regulates employment contracts, employer obligations and prohibitions, working time, overtime and surcharges, statutory benefits, leave entitlements, termination grounds, disciplinary procedures, apprenticeship contracts and collective labour relations.

Occupational health and safety

Decree 1072 of 2015 regulates the Occupational Health and Safety Management System (SG-SST), requiring employers to identify, assess and mitigate workplace risks through prevention policies, training, surveillance measures and other health and safety controls.

Social security obligations

Employers must affiliate employees to the health, pension and occupational risk systems and make the corresponding contributions. The framework is primarily governed by Law 100 of 1993, as amended by Law 2381 of 2024, the CST, Decree 780 of 2016, Decree 1833 of 2016 and Decree 1072 of 2015.

Key Legal Considerations for Employers With Respect to Termination of Employment

Notice and contract duration

Fixed-term contracts renew automatically unless the employer provides clear written notice of non-renewal at least 30 days before expiration. Failure to do so results in automatic renewal and may expose the employer to wrongful dismissal claims. Under Law 2466 of 2025, fixed-term contracts may not exceed four years, after which they become indefinite. Work-for-task contracts must be in writing and clearly define the assigned task.

Dismissal for cause and due process

Termination for cause must be based on statutory grounds, and those grounds must be communicated at the time of dismissal. Law 2466 of 2025 establishes a formal disciplinary procedure that employers should follow to mitigate due process risks. Performance-related dismissals remain subject to specific statutory requirements, including prior warnings and an opportunity for the employee to respond.

Wrongful (no cause) dismissal. Subject to reinforced job stability protections, employers may terminate employment without cause upon payment of the statutory indemnity. For fixed-term contracts, compensation generally corresponds to salaries due until contract expiration; for indefinite-term contracts, it varies according to salary level and length of service.

Constructive dismissal

Constructive dismissal arises when a serious employer breach makes continued employment unreasonable. The employee must identify the alleged breaches in the resignation notice and bears the burden of proof. If established, the employee is entitled to the statutory indemnity applicable to a dismissal without cause

Key Considerations in Structuring Compensation Arrangements

Executive compensation is governed by the Colombian Substantive Labour Code. Employees earning at least ten monthly minimum wages may receive an integral salary, which consolidates ordinary remuneration and most statutory benefits into a single payment.

Employers frequently grant extra-legal non-salary benefits under Article 128 through express salary-exclusion agreements. However, courts assess the substance rather than the label of a payment, and amounts directly remunerating services, particularly commissions, bonuses and performance-based incentives, generally retain their salary nature.

To qualify as non-salary, a benefit must be expressly identified, pursue a purpose unrelated to remuneration and satisfy a specific employee need. Given the presumption that regular payments constitute salary, employers must evidence both the purpose and use of the benefit. Non-salary payments should not exceed 40% of total remuneration under Law 1393 of 2010.

Equity incentive plans are common, particularly those granted by foreign parent companies. As Colombian law does not specifically regulate these arrangements, their treatment depends on whether they constitute remuneration. Ownership-based and discretionary awards are generally more defensible as non-salary. Investments in foreign shares must comply with foreign-exchange regulations and be registered with the Colombian Central Bank.

Change-of-control provisions, including accelerated vesting and enhanced severance benefits, are generally enforceable provided they do not diminish statutory labour rights. Employment relationships continue following employer substitution, and both outgoing and incoming employers remain jointly liable for pre-substitution obligations.

From a tax perspective, executive compensation is generally treated as employment income subject to withholding tax. The salary or non-salary characterisation of each component affects both labour costs and applicable contribution and withholding bases.

Enforceability of Non-competition, Non-solicitation, and Confidentiality Covenants

Colombian law distinguishes between restrictions applicable during employment and those intended to survive termination.

Non-competition during employment

Non-competition and exclusivity covenants are generally enforceable during employment, provided they are reasonable and proportionate. Breach may constitute just cause for dismissal.

Non-competition after termination

Post-termination non-compete covenants are generally unenforceable due to the constitutional freedom to work. The only statutory exception applies to certain technical, industrial and agricultural workers for up to one year, subject to compensation of at least 50% of salary during the restricted period.

Non-solicitation

Colombian law does not specifically regulate non-solicitation covenants. Their enforceability is assessed under unfair competition principles. Soliciting employees or clients is not unlawful per se, although liability may arise where conduct involves deception, coercion or anticompetitive intent. In commercial transactions, reasonable non-solicitation obligations may be enforceable when ancillary to a legitimate business arrangement.

Confidentiality

Confidentiality obligations receive the strongest protection and derive from duties of loyalty and good faith. Unauthorised disclosure of confidential business information may constitute just cause for dismissal and may survive termination while the information remains genuinely confidential and commercially valuable.

Limits on confidentiality restrictions

Confidentiality clauses cannot extend to public information. To be enforceable, the information must be genuinely confidential, commercially valuable and subject to reasonable protection measures. Broad clauses that fail to identify protected information with sufficient precision are unlikely to be enforced.

Requirements for Land Ownership

Colombian law recognises private ownership of real property, which may be held individually or jointly. Real estate may also be subject to the horizontal property regime, combining exclusive ownership of private units with co-ownership of common areas.

Transfers of real property generally require a public deed. Title is transferred upon registration of the deed with the competent Real Estate Registry Office.

Foreign individuals and corporations generally have the same capacity as Colombian nationals to acquire, hold and dispose of privately owned real estate. There is no general residency requirement, foreign ownership cap or special governmental approval solely because the purchaser is foreign.

The acquisition of Colombian real estate by a non-resident constitutes foreign direct investment. The investment must therefore comply with the applicable foreign exchange registration and channelling requirements.

Foreign purchasers are not generally subject to an additional acquisition tax solely because of their foreign status.

Legal Framework and Due Diligence

Real estate transactions in Colombia are principally governed by the Civil Code, Law 1579 of 2012 and applicable land-use and urban-planning regulations.

Transfers of real property must be executed by public deed and become effective upon registration with the relevant Real Estate Registry Office. Each property is identified through an individual real estate registration folio recording ownership, encumbrances and registered restrictions.

Due diligence typically covers title, liens and encumbrances, cadastral and tax matters, land-use restrictions, licences, leases and environmental issues. Title insurance is not generally used, and transactions primarily rely on legal due diligence.

Property development and use are subject to municipal planning regulations and, where applicable, urban development licences. Environmental reviews may be required depending on the property’s location, prior use and activities conducted on it. Environmental sanctions are principally regulated by Law 1333 of 2009, as amended by Law 2387 of 2024.

Mortgage Financing

Mortgages must be granted by public deed and registered with the competent Real Estate Registry Office to become effective.

Priority is generally determined by the order of registration. Mortgage creditors may enforce their security interests through the judicial procedures established in the General Code of Procedure, including proceedings against the mortgaged asset.

Commercial Leasing

Commercial leases are principally governed by the Commercial Code and the contractual arrangements agreed by the parties.

Tenants that have operated the same business establishment for at least two consecutive years generally benefit from a statutory renewal right, subject to specific exceptions. Certain statutory protections are mandatory and cannot be waived.

Total subletting generally requires landlord consent, while partial subletting is permitted within statutory limits. Lease assignments also generally require landlord approval, except in certain transfers of the relevant business establishment.

In the event of default, landlords may terminate the lease, recover possession of the premises and seek payment of outstanding rent or damages, subject to the contract and applicable law.

Recent Developments

Law 2625 of 2026 amended the commercial lease regime. Following termination and restitution of the premises, former tenants may display a relocation notice at the property for one month.