SAS Company Colombia: The Definitive Guide to the Simplified Stock Corporation

What is a SAS Company in Colombia?

The Sociedad por Acciones Simplificada (SAS) — or Simplified Stock Corporation — is the most widely used corporate entity in Colombia, established by Law 1258 of 2008 to streamline business incorporation and operation. It can be formed by one or more shareholders (individuals or legal entities) and provides limited liability up to the amount of each shareholder's contribution, meaning shareholders are not personally liable for the company's labor, tax, or other obligations (Article 1, Law 1258 of 2008).

Incorporating a SAS company Colombia is done through a private document registered with the commercial registry at the local Chamber of Commerce (Article 5, Law 1258 of 2008), eliminating the need for a public deed unless real estate is contributed as capital. This flexibility — combined with the ability to set an indefinite corporate purpose and duration — has made the SAS the go-to choice for local entrepreneurs and foreign investors alike.

For those exploring their options, we recommend reading our article on SAS company Colombia, where we dive deeper into the incorporation process.

Why the SAS is Colombia's Most Popular Entity

Statutory flexibility

Law 1258 of 2008 grants shareholders broad freedom to define management rules, shareholder meeting procedures, voting majorities, and capital structure. Unlike the traditional corporation (S.A.), which requires at least five shareholders and a mandatory statutory auditor, the SAS can have a single shareholder and generally does not require a statutory auditor unless the company exceeds the asset or revenue thresholds set by Law 43 of 1990 (Article 28, Law 1258 of 2008).

Flexible capital structure

The capital of a SAS is divided into three categories: authorized, subscribed, and paid-in. This allows shareholders to commit capital gradually without needing to disburse the full authorized capital at incorporation. Additionally, the company can issue different classes of shares (preferred shares, multiple-vote shares, payment shares, etc.), making it easier to structure investments and bring in new partners.

Limited liability

One of the SAS's greatest advantages is that shareholders are not personally liable for the company's debts. However, this protection is not absolute: Article 42 of Law 1258 of 2008 allows courts to pierce the corporate veil in cases of fraud or harm to third parties. Understanding these limits is crucial, and our firm provides specialized advice on SAS structuring to ensure full legal compliance.

General Incorporation Process

The process of setting up a SAS company in Colombia follows a general roadmap that, while straightforward, requires careful attention to detail. Key steps include drafting the corporate bylaws, registering with the commercial registry at the Chamber of Commerce with jurisdiction over the company's principal domicile, obtaining the NIT (Tax Identification Number) from the DIAN, and enrolling in the RUT (Single Tax Registry).

Depending on the business activity, additional sector-specific permits may be required (invima, environmental licenses, contractor registry, etc.). It is also important to decide whether to opt into the Simplified Taxation Regime (RST) — created by Law 2010 of 2019 and amended by Laws 2155 of 2021 and 2277 of 2022 — which consolidates several taxes into a single bimonthly payment for taxpayers with annual gross income below 100,000 UVT.

Having experienced legal counsel ensures each step is executed correctly, avoiding costly delays. We invite you to explore our commercial law colombia services for comprehensive corporate advice.

Common Mistakes When Creating a SAS in Colombia

Using generic, cookie-cutter bylaws: Many entrepreneurs copy templates from the internet without leveraging the flexibility that Law 1258 of 2008 provides. Every business has unique needs, and poorly drafted bylaws can lead to shareholder disputes that are difficult to resolve.
Ignoring the RST income threshold: Registering for the Simplified Taxation Regime without verifying that the previous year's income was below 100,000 UVT (approximately COP $400 million in 2024) can result in expulsion from the regime and penalties from the DIAN.
Omitting the statutory auditor when required: While the SAS generally does not require a statutory auditor, companies that exceed the asset or revenue thresholds established by Law 43 of 1990 must appoint one. Failure to do so can result in fines and complications with the Superintendence of Companies.
Confusing the SAS with a sole proprietorship (empresa unipersonal): The sole proprietorship (Law 222 of 1995) is a different structure where a single individual designates assets for a specific activity, but it does not offer the same corporate flexibility or asset protection as a single-shareholder SAS.
Assuming liability protection is absolute: As noted, Article 42 of Law 1258 of 2008 allows courts to pierce the corporate veil in cases of abuse or fraud. Maintaining separate accounting records and meeting all legal obligations is essential to preserve the liability shield.
Failing to renew the commercial registration annually: Every SAS must renew its commercial registration with the Chamber of Commerce each year. Non-compliance can lead to cancellation of the registration and the inability to operate legally.

Frequently Asked Questions About the SAS in Colombia

Can I be the sole shareholder of a SAS?

Yes. Law 1258 of 2008 expressly allows the formation of a SAS with a single shareholder, whether an individual or a legal entity. This is ideal for solo entrepreneurs who want to protect their personal assets.

Can a SAS list its shares on the stock exchange?

No. Article 4 of Law 1258 of 2008 prohibits SAS companies from trading their shares on the stock exchange. Although Law 2294 of 2023 (Article 261) attempted to lift this prohibition, Colombia's Constitutional Court declared that provision unconstitutional through Ruling C-038 of 2025, so the ban remains in effect.

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

The timeline varies depending on the complexity of the case, but with proper documentation and the right legal support, the process can be completed in a relatively short period. Key factors include the Chamber of Commerce's processing speed, the need for sector-specific permits, and the correct structuring of the bylaws.

What taxes does a SAS pay?

A SAS is subject to corporate income tax (general rate of 35% for 2024), the municipal industry and commerce tax (ICA), VAT if the company engages in taxable activities, and withholding tax. If the company opts for the Simplified Taxation Regime, several of these taxes can be consolidated into a single bimonthly payment at rates ranging from 1.8% to 14.5%, depending on the economic activity and income level.