How to Change the Legal Representative of a SAS in Colombia

The Mistake That Costs Business Owners Weeks

One of the most common oversights we see at Consejurídico plays out like this: the legal representative of a SAS (simplified stock company) resigned or was replaced months ago, but no one registered the change with the Chamber of Commerce. In the meantime, as far as third parties are concerned — banks, the DIAN (Colombia's tax authority), suppliers, and courts — the former representative is still on record. And that person, who wants nothing more to do with the company, continues to bear legal responsibility for it.

The flip side is a legal representative who simply walked away from the company or became unreachable. Regardless of what steps are taken against them, the shareholders are left dealing with a company that has no recognized representative before third parties.

Changing the legal representative of a SAS may seem like a minor administrative step. In practice, it has specific requirements that, if handled incorrectly, will invalidate the registration and force everyone to start over. Here we explain how to do it right, what it costs, and what is at stake if you do not act.

What a Legal Representative Is and Why It Matters

The legal representative is the person who acts on behalf of the company: signing contracts, opening accounts, responding to authorities, and in certain cases, putting their own personal assets on the line. In a SAS (Sociedad por Acciones Simplificada, governed by Law 1258 of 2008), whoever appears on the commercial registry is the person the outside world recognizes as the company's spokesperson — even if that is no longer true internally.

This creates the first trap: what matters to third parties is what is on file with the Chamber of Commerce, not what was decided at a meeting that was never registered. If the minutes stayed in a drawer, legally nothing changed.

When the Change Applies

A change of legal representative is required, among other situations, when:

• The current representative resigns and the competent governing body must appoint a replacement.
• The shareholders decide to remove the representative and appoint someone else.
• The term for which the representative was appointed expires and a new one is designated.
• The representative dies or becomes incapacitated, requiring an urgent appointment.

An important nuance: a resignation does not take effect before third parties simply by handing over a resignation letter. Until the new appointment is registered, the outgoing representative may still appear as the responsible party. This is why we insist that the resignation and the new appointment must be processed together.

The Steps to Do It Right

1. Review the Bylaws

The first step — and the one most often skipped — is reading the company's bylaws. They establish which governing body has the authority to appoint the legal representative: typically the shareholders' meeting (asamblea de accionistas), although in some SAS companies that authority rests with a board of directors. Making the appointment through the wrong body is grounds for the Chamber of Commerce to reject the registration.

2. Call and Convene the Competent Body

The notice of meeting must comply with whatever requirements the bylaws set out in terms of method and advance notice. If all shareholders are present, the meeting may be held as a universal session without prior notice. A common mistake is giving defective notice: if the meeting was not properly convened, the decision may be exposed to a challenge of nullity.

3. Draft the Minutes Correctly

The minutes of the change of legal representative of a SAS are the key document. They must include:

• The place, date, and time of the meeting.
• The manner of convening the meeting and the quorum present (number of shareholders and percentage of shares represented).
• An express resolution appointing the new representative, including their full name and identification number.
• The acceptance of the position by the appointee (and by any alternate representatives, if applicable).
• Signatures of the chair and secretary of the meeting.

This is where many filings fall apart: minutes that lack the acceptance of the position, fail to state the quorum, or are missing required signatures will be returned by the Chamber. If the appointee does not expressly accept, the registration cannot proceed.

4. Gather Identification Documents and Check for Disqualifications

A copy of the new representative's government-issued ID is required. It is also advisable to verify that the appointee is not subject to any legal disqualification (inhabilidad) that would bar them from holding the position — a detail that is often overlooked and can create problems down the road.

5. File with the Chamber of Commerce

The minutes are submitted together with the Chamber of Commerce form for the jurisdiction where the company is domiciled. The registration may be completed in person or through the Chamber's online platform, depending on the city.

What the Change Costs at the Chamber of Commerce

The cost of registering a change of legal representative at the Chamber of Commerce consists primarily of the document registration fee, which is a fixed amount, plus the cost of an updated certificate if one is needed. These amounts are modest compared to the risk of not acting — the real cost of a poorly handled registration is usually far greater in time lost and contingent liabilities. Fees are updated annually, so it is worth confirming the current rate before filing.

What Happens If You Do Not Act in Time

Failing to register the change has concrete consequences:

• The outgoing representative remains on record as the responsible party and may be drawn into the company's obligations or legal proceedings.
• Banks and other institutions may reject transactions because the person signing does not match the certificate on file.
• Decisions signed by someone no longer on the registry may be vulnerable to challenges as to their validity.

This is where what appears to be a routine administrative matter can become far more serious. A poorly handled change of legal representative frequently intersects with shareholder disputes, labor conflicts (particularly when the outgoing representative was also an employee), and even asset-related controversies. At Consejurídico, our corporate, labor, and civil practice areas work under one roof — so if your change of representative opens up other issues, you will not need to go looking for a second lawyer in the middle of the process.

The Next Step

If you are about to change the legal representative of your SAS — or you have discovered that a previous change was never registered — it is worth reviewing your situation before filing, to avoid having to repeat the process or take on unnecessary risk. You can get started today with real, practical guidance and no prior appointment through Juri: our assistant Juri will identify the documents you need and flag the sensitive points in your case, and our team takes over whenever a lawyer with a name and a track record is what the situation calls for. #QueremosAcompañarte

Juri, our AI legal assistant, analyzes your specific situation. The initial review is free.