According to the legal system , in which the company is established, it can be : SA , Sociedad Anonima de Capital Variable , Limited Liability Company , Cooperative Society , Society Simple Limited , Company Limited by Shares and Company Name collective
Corporations : Son of a commercial nature as contemplated within its objects the execution of one or more business activities among them are :
Societies People
Companies
Companies Joint Nature
Societies of International Marketing
PARTNERSHIPS : Those in which all partners are known and in which both in society and in the match with its assets , jointly and severally with business obligations , which entitles them to all partners manage the company . Among such companies is the partnership and limited partnership .
Partnerships: in these societies the individual qualities of those who are associated predominate and confidence you have, the responsibility is joint and unlimited , ie , all account for the actions taken by society and other partners. The business name of partnership complies with the full name or the surname of one of the partners , or the names or the names of all partners followed by the keywords "& Company," " Brothers & ", " and children " or similar . It takes at least two people to conform and there is no maximum limit. The capital is divided into parts that can be of different value , and each member, regardless of their contribution is entitled to one vote at the shareholders' meeting . Legal representation corresponds to all the partners unless the delegate into a consortium or a third party.
Limited partnership or limited partnership : this society has two categories of partners: managers and limited partners. Managers manage the company or collective , jointly and severally represent and have unlimited liability for corporate transactions, as it is not necessary to give some kind of contribution . The limited partners are what make the contributions not involved in the administration of society and respond to their social obligations to the extent of their respective contributions. In limited partnerships , at least there should be a manager or general partner and a limited partner , and intellectual capital must be paid to build the company and immediately any reform that capital is made. The limited partnership integrates with the contribution of capital or limited partners with these same managers and partners and is divided into shares of equal value. The managing partner for the mere fact of being entitled to one vote and the limited partners are entitled to one vote for each share of the capital they hold . If several partners managing their decisions must be unanimous , and the majority limited partners . There must be at least one manager and five shareholders partner.
CAPITAL COMPANIES : Are those you do not know who they are partners and they respond to the amount of their contributions for social obligations . To this category belong comanditas corporations and joint stock companies.
SA : It is identified with the denomination determined by the partners followed by the words " corporation " or the abbreviation "SA " . Should be formed at least five shareholder does not have a ceiling of shareholders and their liability is limited to value their contributions. The representation of society and administration of corporate business , correspond to the legal representative and alternates may be appointed quines indefinitely and removed at any time. They are elected by board bylaws although this designation may be delegated to the shareholders . The capital is divided into shares of equal value are represented in freely traded securities and are divided into three classes:
Authorized : It determines the fixed ceiling capitalization level of society ; this limit is set by the shareholders freely.
Joined : The part of the authorized shareholders undertake to pay term capital, should be the time of its formation no less than half of the authorized .
Paid : The part of the undersigned shareholders have actually paid and that the company has entered which , when constituting this may not be less than one third of the subscribed capital.
Societies comanditas by actions: It is with the same solemnities collective society. No need to involve the limited partners . The company once legally constituted form a legal entity distinct from its partners individually considered . For all legal purposes and for tax aspects shareholders must declare assets and income. The company pays a (% ) on profits . Number of partners is with 1 or more groups and at least 5 backers . The capital will be represented by shares of equal value. The contribution of industry to the managing partners were not part of the social capital. In forming the company must subscribe at least 50 % of the shares in the authorized capital is divided and even paid a third of the value of each share subscribed . State the authorized is prohibited without mentioning the subscribed and paid-up capital and express the capital without giving paid. The deadline to cancel all outstanding shares not exceeding one year subscription .
The liability of each partner is unlimited for managers or groups up to the amount of their contributions to the limited partners . The marketability of the partitions will be like in the partnership to the managing partners and the corporation and to the limited partners . Regarding the company name will be added in all cases the abbreviated information "SCA " ( partnership limited by shares). The administration corresponds to the general partners who may exercise directly or through their representatives . The limited partners may not perform according to the representation of society, but as delegates of the general partners for certain businesses. The roles of the partners are the same as in the simple limited partnership , as well as the distribution of profits . The time duration must be defined and be fixed in the deed . The grounds for dissolution are given by expected maturity term , failure to develop social enterprise , reducing a number of partners, bankruptcy of society, decision of the partners , decision authority and losses that reduce the equity less than 50 % of capital
SOCIETIES JOINT NATURE : That in which members know who they are but this answer only to the extent of their contributions. To this category belong the limited liability companies .
LLCs : They identify with the corporate name to identify partners , followed by the word "limited" or the abbreviation " Ltd " . Failure to comply with the rule described above , the partners are jointly and unlimitedly liable third parties. As to liability, each partner is liable , up to the value of their contribution but may agree to some or all of the partners greater responsibility , benefits , consulting or guarantees , express its nature, how much , duration and modalities. The capital is divided into shares or parts of equal value must be paid in full at the time of setting up the company , and when solemnize any increase thereof . Such companies should be formed with two or more partners and the maximum number is 25.
Business administration and representation of the company corresponds to partners who can provide that representation rests only in one or some or third . At meetings of the board of trustees, each member has as many votes as shares held by the company , decisions must be made by a plural number of shareholders representing the absolute majority ie half plus one of the shares in which it is divided capital of the company, although you can agree on a majority statutes than absolute for making certain decisions. The statutory amendments should be adopted by the affirmative vote of a plural number of shareholders representing at least seventy percent of the shares in the capital unless a higher majority stipulated in the statutes is divided .
INTERNATIONAL MARKETING COMPANIES (CI ) : An instrument for the promotion and support of marketings , through which companies that are principally intended to make foreign trade and particularly direct their activities towards the promotion and marketing of Colombian products in foreign markets , besides getting some tax benefits.
Constitution :
Established as international marketing company , CI , by writing published as one of the corporate forms established by the Commercial Code.
Company name: should be included within the social reason the term " international marketing company " or failing IC acronym.
Purpose : shall mainly conduct foreign trade and particularly direct their activities towards the promotion and marketing of Colombian products in foreign markets .
Register a constitution in the Chamber of Commerce with jurisdiction will address the society.
Get the NIT at the direction of national taxes and customs DIAN.
Register on the National Register of exporters.
To register for the international marketer , IC, before the ministry of foreign trade, must be taken into account: ask the general direction of your trade promotion tools , free zones and societies of international marketing, application form for registration and international trading .
Fill out and submit to the aforementioned dependence ministry of foreign trade :
Original application form for registration and international trading .
Original certificate of existence and legal representation issued by the Chamber of Commerce of the domicile of the corporation .
The national register of exporters.
Copy of NIT .
Market research.
Requirements For Registration Of The Constitution In The Chamber Of Commerce :
Previously verified in the chamber of commerce that no other company or business establishment with the same name to be registered there .
Both civil society and business are constituted by public deed before a notary public and must contain at least the following requirements set forth in Article 110 of the Commercial Code .
Appearance and signature of the partners or their agents .
Name , address and identification of the partners.
Name of society.
Registered Office .
The social order , stating clearly the main activities .
Social capital, the number of shares into which it divides the value of each share and the contributions corresponding to each partner. In stock companies authorized , subscribed and paid-up capital , number of shares and the value of each share . It should be noted that there is a minimum value and a maximum value of capital.
The method of administration or representation of society and the powers and limitations of the legal representative. Should not mention the powers of the legal representative , shall be deemed to have the powers provided by law traded.
The precise duration of the company .
The appointment of legal representatives and organs of administration and control.
Proof of acceptance of office and identifications , except persons designated to sign the deed .
Arbitration clause .
The company must submit the application for registration in the Chamber of Commerce with jurisdiction in the place where you have your principal residence. And for this purpose must file the deed of incorporation, registration form and acceptance letters of appointments that are made either legal representatives, board of directors and statutory auditors but are signing the deed of incorporation.
Once entering documents , registration fees and tuition tax registration is charged . These tariffs are set by the government annually and are a fixed rate ; enrollment is calculated according to the capital and the registration tax is 0.7% of capital. Where in the constitution of society are contributed property must first register script in the registry office of public instruments , then the copy of receipt of payment and all the formalities described above will be recorded on camera trade and only pay registration fees and tuition, because in the registration office of public instruments registration tax is paid. With the chamber of commerce are required to renew the commercial registration annually during the first three months of the year . Both commercial and civil are constituted in the same manner .
