How to Incorporate a SAS in Colombia in 2026: Steps and Costs

"You Have to Go Through a Notary, Right?" — The Myth That Costs Entrepreneurs Money

This is one of the most widespread beliefs in Colombian business circles — and one of the most wrong. Forming a Sociedad por Acciones Simplificada (SAS) — the most commonly used business vehicle in Colombia — does not require a public deed before a notary in most cases. It is done by private document, under Law 1258 of 2008, which was enacted precisely to simplify and reduce the cost of the process. Many entrepreneurs overpay simply because no one explained this to them in time.

But "simple" does not mean "risk-free." The incorporation document — the bylaws (estatutos), meaning the company's internal rules — is where decisions are made that, in a future dispute between shareholders, become invaluable: how decisions are made, what happens when a shareholder wants to leave, how shares can be transferred. A template downloaded from the internet typically ignores all of this.

What Is a SAS and When Does It Make Sense?

A SAS is a commercial company that may have one or more shareholders (unlike other structures that require at least two), with liability limited to the amount of each shareholder's contribution. In plain terms: if the company goes bankrupt or is sued, a shareholder's personal assets — their home, their car — are generally protected, and they are only liable up to what they contributed.

We say "generally" because that protection is not absolute. Law 1258 itself (art. 42) allows for what is known as piercing the corporate veil (levantamiento del velo corporativo): when a SAS is used to defraud the law or third parties, a judge may reach the shareholder's personal assets. This is a nuance many people are unaware of until it hits them directly.

A SAS is the right choice for most startups, independent professionals who issue invoices, and family businesses, because it combines flexibility, low formation costs, and asset protection.

Step-by-Step Guide to Forming a SAS in 2026

• 1. Choose a name and verify its availability. Search the RUES (Registro Único Empresarial — Colombia's Unified Business Registry) to confirm the name is not already taken. A duplicate name can result in the rejection of the registration.
• 2. Draft the bylaws. This is where you define the corporate purpose (what the company will do), capital structure, number of shareholders, legal representative, and — critically — the rules for decision-making and shareholder exit. This is the step where we strongly recommend not improvising.
• 3. Sign the private incorporation document. This requires signature authentication before a notary or, if real property is being contributed as capital, a full public deed is required.
• 4. Register with the Chamber of Commerce (Cámara de Comercio) of the company's registered address, using the commercial registration forms and the RUES.
• 5. Obtain a RUT from the DIAN (Registro Único Tributario — Colombia's tax identification number, issued by the national tax authority) — this is often processed in coordination with the Chamber of Commerce — in order to issue invoices and meet tax obligations.
• 6. Open a bank account in the company's name and register the required corporate books.

How Much Does It Cost to Form a SAS in 2026

There is no single fixed cost; it depends on the capital you declare, because the registration fees and registration tax at the Chamber of Commerce are calculated as a percentage of the capital. On top of that, you should account for:

• The commercial registration fee (derecho de matrícula mercantil), which is calculated based on assets and adjusted annually.
• The notary signature authentication fee (a minor cost).
• The Unified Business Registry (RUES) form fee.

This means a SAS with a small capital contribution costs very little, while one with a large capital contribution pays considerably more. Be wary of anyone who quotes you a flat fee without asking about your capital — they are most likely guessing.

What Happens If You Do It Wrong (or Don't Do It at All)

This is where the initial savings turn into an expensive problem:

• Generic bylaws and shareholder disputes. The most common scenario we encounter: two friends form a 50/50 SAS using a template, the business grows, they fall out, and not a single clause addresses how to break a tie or how to exit. The deadlock can paralyze the entire company.
• Poorly defined corporate purpose. This can limit operations, complicate access to credit, or trigger objections from the DIAN.
• Operating without formally incorporating. Issuing invoices without a properly registered company exposes your personal assets entirely and creates significant tax liabilities.
• Ignoring ongoing obligations. Renewing the commercial registration and filing required reports are annual duties; failing to comply results in penalties.

One detail many people do not anticipate: forming a company is almost never a purely corporate matter. If you plan to hire employees, labor law comes into play; if you are contributing real property, civil law is involved; if there are multiple shareholders with different expectations, it is worth putting protective agreements in place early to avoid future litigation. At Consejurídico, we work across all of these areas under one roof, so you do not have to go looking for a second attorney halfway through the process.

What Really Makes the Difference

Anyone can handle the paperwork. What not everyone does well is anticipating future conflict in the bylaws: dispute resolution clauses, share transfer restrictions, quorum rules. That is where a corporate attorney with real litigation experience — one who has already seen how these disputes end — provides something no template ever will.

If you are thinking about forming your SAS and want to know what it would cost in your specific situation and how to protect the business from day one, you can get started without an appointment: Jurídiconline (Juri) gives you immediate initial guidance on your situation, and from there we map out the path forward together. #WeWantToWalkWithYou in building your company on solid foundations — not on a template.

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