Dissolving, Selling, or Leaving a SAS Dormant: What Makes Sense and What It Costs

I Have a SAS I'm No Longer Using: What Should I Do?

This is one of the most common questions we receive, and it almost always comes too late: someone set up a SAS (Sociedad por Acciones Simplificada — Colombia's simplified stock company) a few years ago for a project that never took off, stopped operating, and now faces accumulated penalties from the DIAN (Colombia's tax authority) for failing to file returns, notices from the Cámara de Comercio (Chamber of Commerce) for failing to renew the commercial registration, and in some cases negative credit reports. The "dead" company they thought was forgotten is quietly generating debts that keep growing on their own.

A SAS you are no longer using does not shut itself down. As long as it remains registered in the commercial registry, it continues to exist as a legal entity, with active tax, accounting, and renewal obligations. Below are the three real options available to you and what each one entails.

The Three Options: Dissolve, Sell, or Leave Dormant

Option 1: Dissolve (a Clean, Permanent Close)

Dissolution means winding up the company and permanently removing it from the commercial registry. It is the only path that definitively cuts off future obligations. The general process under Colombian law (Law 1258 of 2008 on SAS entities and the Colombian Commercial Code) is as follows:

• Dissolution: the shareholders approve dissolution at a general meeting and appoint a liquidator.
• Asset inventory and payment of liabilities: an inventory of assets and debts is prepared. This is the critical point — you cannot dissolve a company while leaving debts unpaid to the DIAN, social security authorities, or creditors. The liquidator is personally liable if assets are distributed before creditors are paid.
• Tax filings up to date: the DIAN requires that all outstanding returns (income tax, VAT, withholding tax, as applicable) be filed before the RUT (tax identification registration) can be cancelled.
• Final liquidation account and cancellation of the commercial registration with the Cámara de Comercio.

When it makes sense: when the project is not coming back, there is no interested buyer, and you want to stop the ongoing drain of obligations. This is the most definitive option and, in the medium term, almost always the least expensive.

Option 2: Sell (Transfer the Shares)

With a SAS, you do not sell "the company" as such — you sell your shares. The company continues to exist with its entire history: its NIT (tax identification number), its track record, its contracts, its bank accounts… and also its hidden liabilities.

• The transfer is carried out through a share purchase agreement, endorsement of the share certificates, and registration of the transfer in the shareholders' ledger.
• A SAS with an established NIT, a solid credit history, or active contracts may have real commercial value.

The most common costly mistake: selling without a review (due diligence) that reveals the actual liabilities, or buying a "cheap" SAS that carries hidden debts with the DIAN or pending labor claims. Whoever acquires the shares inherits the company's problems, not just its assets. For this reason, a properly structured share purchase requires a contract with representations and warranties from the seller and clauses allocating responsibility for pre-existing liabilities. In transactions like these, the corporate, tax, and sometimes labor dimensions are entirely intertwined.

When it makes sense: when the SAS has exploitable value (track record, contracts, permits) and a serious buyer comes forward.

Option 3: Leave It Dormant

This is what almost everyone does by default: simply stop operating. And it is, in almost every case, the worst long-term decision, because "dormant" does not mean "obligation-free":

• You must continue to renew the commercial registration every year; failure to do so generates penalties.
• You must file tax returns with the DIAN even if they show zero activity. Not filing accumulates late-filing penalties that compound over time.
• The legal representative remains exposed to personal liability.

Dormancy can make sense on a temporary and managed basis — if you genuinely intend to reactivate the project soon and you keep all obligations current — but as a permanent "solution" it is a trap: the debt does not disappear; it multiplies silently.

What Each Option Costs in 2026

We do not provide fixed figures because costs depend on the size of the company, its liabilities, and the city where it is registered — but the general scale is clear:

• Dissolving involves upfront costs (shareholder meeting, liquidator fees, catching up on outstanding filings, cancellation fee at the Cámara de Comercio), but stops the expenditure permanently.
• Selling can actually put money in your pocket if the SAS has value, but it requires investing in due diligence and a well-drafted agreement.
• Leaving it dormant appears to cost nothing and ends up being the most expensive path: every year that passes adds renewal fees and tax penalties.

Consequences of Doing Nothing

Not making a decision is itself a decision — and a poor one. An abandoned SAS can lead to: accumulated DIAN penalties, coercive collection proceedings (account seizures), negative credit reports that in certain circumstances affect your personal credit profile, and difficulty forming new companies without carrying the problem forward. The exact deadlines for filings, renewals, and penalty prescription periods depend on the specifics of your situation — we can pinpoint those for you in a full consultation, because a difference of one month can significantly change the amount of a penalty.

How We Handle This at Consejurídico

The decision between dissolving, selling, or keeping a company dormant is not purely a corporate matter: it touches on tax law (returns and penalties), sometimes labor law (employees or contractors with outstanding obligations), and even civil law (active contracts). At Consejurídico we address all of these dimensions under one roof, with lawyers who handle these cases in practice and know what the DIAN actually reviews and what the Cámara de Comercio actually requires — not just what the law says on paper. That way you never have to go looking for a second lawyer halfway through the process.

If you have a SAS you are no longer using and are not sure which of the three paths is right for you, you can get started today: Juri (Juri) gives you real initial guidance immediately, with no appointment needed, so you can understand your situation before making a decision. Tell us about your case and we will help you make that company stop being a silent problem. #WeWantToSupportYou

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