The simplified stock company (SAS) It is regulated according to Law 1258 of 2008. Said company may be constituted by one or several natural or legal persons, who will only be responsible up to the amount of their respective contributions.
Except as provided in article 42 of this law, the shareholder(s) They will not be responsible for labor, tax or any other nature obligations incurred by the company.
Since its entry into force, with Law 1258 of 2008, 54 percent of the companies that have been created in Colombia have done so under this figure. This modality allows entrepreneurs to simplify procedures and start their project with a low budget.
For example, the SAS do not need a tax auditor and can be natural or legal persons.
the different types
Article 10 of Law 1258 establishes that the following classes of shares can be created in a SAS:
- privileged shares
- Shares with preferential dividend and without voting rights
- Shares with fixed annual dividend
- payment actions
The above actions are subject to the general rules that regulate them in each case.
This means that the bylaws will stipulate the prohibition of trading the shares issued by the company or any of its classes, provided that the validity of the restriction does not exceed a term of ten (10) years, counted from the issuance. This term may only be extended for additional periods of no more than (10) years, by unanimous will of all the shareholders.
Where should a SAS be registered?
The application for the incorporation of the SAS must be submitted to the chamber of commerce with jurisdiction in the place where it will have its main domicile (city or municipality).
how to set
The Simplified Stock Company can be established by one or more persons, whether natural or legal, through a contract or unilateral act that is evidenced by a private document or public deed, which must be registered in the commercial registry of the Chamber of Commerce corresponding to Your domicile.
In Bogotá, it can be entered through the website www.ccb.org.co, Procedures and Consultations section. To access the SAS Virtual registration service.
At the end of the process, the system will carry out the process of obtaining the NIT before the DIAN and will allow you to obtain a certificate of existence and legal representation prior to the payment of the corresponding rights.
Some benefits
Merchants can set their own rules for their company, that is, they can have flexible statutes.
It can be constituted by natural and legal persons who carry out commercial and civil activities, regardless of whether they are nationals or foreigners.
Its creation can be through an authenticated private contract and registering in the commercial registry of the Chamber of Commerce. In addition, the Single Business Registry (RUE) must be completed, the registration form in the Single Tax Registry (RUT), payment of commercial registration, registration tax and registration fees.
The shares can be ordinary, preferential dividend and without voting rights, multiple voting shares, privileged shares, fixed dividend shares or payment shares.
Its duration is not determined, which means that it does not have to make statutory reforms and, therefore, lowers costs.
The capital payment can be deferred for two years and thus allows the partners to obtain capital for the payment of the shares.
You do not need a tax auditor, unless your assets add up to more than three thousand minimum wages.
Greater voting power can be given in the bylaws or prohibit the trading of shares for up to ten years, extendable for another decade.
Shareholders may waive their right to be summoned to a shareholders’ meeting or meet outside the company’s domicile.
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