How to Liquidate a Company in Colombia

Learn about the process to liquidate a company in Colombia and obtain the support of legal experts in Colombia to carry out the correct procedure.

Colombia has been characterized for being an attractive destination for doing business. Its strategic position as the main gateway to Latin America and high reception to businesses in various industries makes the country an ideal point for expanding business.

However, not all companies established in the country achieve the expected success. Whether due to external situations or operational, managerial, or compliance complications, companies may choose or need to undertake liquidation procedures.

Below, we outline the most important steps when liquidating a company in Colombia. Specific procedures must be followed before different government entities depending on the corporate purpose of your company.

Steps to liquidate a company in Colombia

Liquidating a company in Colombia is the process of closing operations for a company, paying outstanding debts and ending dealings with partners or shareholders with the company. It is a safe, legal and efficient way to withdraw from the Colombian market.

Below, we offer a step-by-step guide on how to liquidate a company in Colombia.

1. Hold a general meeting of the shareholders 

Depending on the type of company you own, you must hold a meeting in which shareholders approve the company’s dissolution and liquidation. The company must produce minutes outlining this decision.

The minutes must clarify the reason for dissolution, the appointment of a liquidator and where the Liquidator is designated. These decisions must comply with the general requirements of law.

2. File the minutes

The company must file the minutes with the Chamber of Commerce (Cámara de Comercio). The company may include additional documents or supporting information that justify the company’s liquidation request. Ensure this information up-to-date so as not to delay the approval process.

3. Inform DIAN

You must inform the Directorate of National Taxes and Customs (DIAN) of the liquidation status of your company in Colombia. In this step, the DIAN will modify your RUT (tax identification) to include the words “in Liquidation” on the end of your company name. In this step, the company Liquidator is responsible for responding to the Colombian institutions.

4. Publish the decision to liquidate your company

A publication must be made in a widely circulated communication medium announcing the company’s decision to liquidate. 

This publication must be clear and detailed, and must include the Liquidator’s contact information.

5. Prepare an inventory

The company’s liquidator in Colombia and the Statutory Auditor or accountant must prepare an inventory of the corporate assets and the final balance of the company.

6. Make payments to creditors

You must make the payment of the company’s liabilities, as well as the payment of tax obligations and make the final income statement. If the company lacks external liabilities, the Liquidator has the power to call a meeting and request the approval of the inventory as the final settlement account.

7. Distribution of remaining assets

In the event that the liquidation of your company in Colombia is successful and all debts have been paid, the Liquidator must then distribute any remaining assets among the partners or shareholders.

8. Prepare liquidation project

The Liquidator will have to prepare a ‘liquidation project’. This is a document that must contain: 

• inventory
• balance sheet
• profit and loss statement
• company liabilities
• payment of liabilities 
• indication and destination of the remainder 
• additional information as necessary.

9. Approval of the liquidation 

The Liquidator must call a meeting of the shareholders to approve the liquidation project. The minutes of this meeting must contain the express indication about any remaining value amount after the liquidation. 

In the event that there is no remaining value, said situation must be indicated in the document that will also contain the decision to approve the final settlement account, including the number of votes with which it is approved.

10. Register final settlement account certificate

The final settlement account certificate must be registered with the Chamber of Commerce, formally requesting the cancellation of the company’s business registry in Colombia.

11. Request the cancellation of the RUT

The company must request the cancellation of the RUT before DIAN. It is important to take into account the tax returns that arise in the liquidation process in Colombia. If the company is not up to date in the payment of its taxes, the cancellation of the RUT will not be effective.

Considerations when liquidating a company in Colombia

In case of not complying with the requirements when liquidating a company in Colombia, both the shareholders and the Liquidator will be directly responsible and must respond with the pending obligations of the process as follows:

• Members of the company: In case of not correctly undertaking liquidation procedures, the partners or shareholders of the company are exposed to sanctions by the Colombian institutions. The company’s legal representative may be affected, since they act as the face of the company before government authorities. Penalties may require a solution using the personal assets of the legal representative.
• Liquidator: If the Liquidator omits steps of the liquidation process or forgets to check the company’s status with social benefits, wages and payment of taxes, they exposed to a high range of accountability, and their personal assets may also be unprotected from certain sanctions.

Common FAQs for Liquidating an entity in Colombia

Based on our extensive experience these are the common questions and doubts of our clients when liquidating a local entity

Consult with experts to liquidate your company in Colombia

The process of liquidating a company in Colombia is complex, and can be difficult to navigate for foreign companies in Colombia.

Make sure you have local legal experts to help ensure that your market exit process is efficient and hassle-free. At Biz Latin Hub, our bilingual legal team has the professional experience to support your company liquidation in Colombia.

If you want personalized advice for the departure of your company from the Colombian market, contact us here at Biz Latin Hub.

Learn more about our team and expert authors.