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.
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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
The liquidation process involves the following principal activities:
Shareholder’s Meeting: The company’s shareholders must convene a meeting and approve the decision to dissolve and liquidate the company.
Appointment of Liquidator: A liquidator is appointed, who may be a third party or the legal representative of the company. This person is responsible for overseeing the liquidation process.
Notification to Authorities: Formal notice of the decision to liquidate the company is submitted to the Chamber of Commerce where the company is registered and to the Colombian tax authority (DIAN).
Public Notice: A notice of the company’s dissolution and liquidation must be published in a national newspaper and the Official Gazette to inform creditors and other interested parties.
Debt Settlement and Asset Liquidation: The company settles its debts and liquidates its assets, with the proceeds used to pay off creditors and distribute remaining funds among shareholders.
Closing of Accounts: The company’s accounts are closed, and any remaining funds or assets are distributed to shareholders in accordance with their ownership stakes.
The liquidation process will normally take between (6) and (12) months, assuming the entity is in good standing and no rectification work is required.
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.
The information provided here within should not be construed as formal guidance or advice. Please consult a professional for your specific situation. Information provided is for informative purposes only and may not capture all pertinent laws, standards, and best practices. The regulatory landscape is continually evolving; information mentioned may be outdated and/or could undergo changes. The interpretations presented are not official. Some sections are based on the interpretations or views of relevant authorities, but we cannot ensure that these perspectives will be supported in all professional settings.
