General Partnership (Articles 294 to 322 of the Code of Commerce)
– It is constituted by means of a public deed between two or more partners who are jointly, unlimited, and subsidiarily liable for all corporate operations.
– When this type of company is incorporated, the duration of the company must be defined in the public deed (as long as the partners wish).
– The partners may delegate the company’s administration to other persons outside the company, but they lose the possibility of managing the company’s business.
– Each partner must deliver its contributions in the capital, in kind, or with work, thus defining the company’s capital stock, which has neither a minimum nor a maximum according to commercial law.
– The corporate name of these companies is formed with the full name or only surname of one of the partners, followed by the words «and company,» «brothers,» or «and children.» This means a stranger’s name cannot be included in the corporate name.
Sociedad Comandita Simple (S. en C.) (Articles 323 to 342 of the Code of Commerce)
– It is constituted by a public deed between one or more managing partners and one or more limited partners or capitalists.
– The managing partners are jointly, severally, unlimitedly, and directly liable for the operations, and the capitalist or limited partners are only liable for their respective contributions.
– When this type of company is incorporated, the duration of the company must be defined in the public deed.
– Only the managing partners may administer the company or delegate this administration to third parties, which cannot be done by the capital partners.
– The capitalist or limited partners contribute capital, while the managing partners contribute the administration of the capital and the development of the business.
– The corporate name of these companies must be clear, which is formed exclusively with the full name or only the last name of one or more limited partners or managers, followed by the word «and company» or its abbreviation «& CÃa.» and followed by the abbreviation S. en C.
Sociedad Comandita por Acciones (S.C.A.) (articles 323 to 336 and 343 to 352 of the Code of Commerce)
– It is formed by a public deed between one or more managing partners and at least five capitalist or limited partners.
– The managing partners are jointly, severally, unlimitedly, and directly liable for the operations, and the capital partners are only liable for their respective contributions.
– When this type of company is incorporated, the duration of the company must be defined in the public deed.
– Only the managing partners may administer the company or delegate this administration to third parties, which cannot be done by the capital partners.
– The capital is represented in shares of equal value, which are negotiable securities contributed by the capitalists and even by the managing partners, who separate their contribution of industry, which is not part of the capital.
– The corporate name of these companies must be clear, which is formed exclusively with the full name or only surname of one or more general partners, followed by the word «and company» or its abbreviation «& CÃa.» followed in any case by the words «Sociedad en Comandita por Acciones» or its abbreviation S.C.A.
4. Simplified Joint Stock Company (Sociedad por Acciones Simplificada, S.A.S.) (Law 1258 of 2008)
– It is constituted by means of a private document before the chamber of commerce or a public deed before a notary public with one or more shareholders who are liable up to the amount of the capital they have provided to the company.
– The private incorporation document must define the name, identity document, and domicile of the shareholders; the main domicile of the company and that of the different branches that may be established, as well as the authorized, subscribed, and paid-in capital; the class, number and nominal value of the shares representing the capital and the form and terms in which these must be paid.
– The corporation’s organizational structure, its administration, and the operation of its organs may be freely determined by the shareholders, who are only obliged to appoint a legal representative of the company.
– Its shareholders will define its corporate name, followed by the words «Sociedad por Acciones Simplificada» or by the letters S.A.S.
5. Limited Liability Company (Ltda.) (arts. 353 to 372 of the Commercial Code)
– It is constituted by public deed between a minimum of two partners and a maximum of twenty-five, who respond with their respective contributions, and in some cases according to the Code of Commerce (arts. 354, 355 and 357) unlimited and joint and several liability may be authorized for one of the partners.
– The partners must define the duration of the company in the public deed. They may delegate the legal representation and administration to a manager, who will be guided by the functions established in the bylaws.
– The capital is represented in quotas of equal value, which, for their assignment, may be sold or transferred under the conditions provided by law or in the respective bylaws.
– Whatever the corporation’s name, it must be followed by the word «Limitada» or its abbreviation «Ltda.» which, if not clarified in the bylaws, shall make the associates jointly and unlimitedly liable.
6. Corporations (S.A.) (arts. 373 to 460 of the Commercial Code)
– It is constituted by means of a public deed between at least five shareholders who are liable up to the amount or respective capital contribution they have provided for the corporation.
– The duration of the company must be defined in the public deed and expressed in its founding document or bylaws.
– The administration of this company is carried out by the general assembly of shareholders, which defines the statutory auditor and the board of directors.
– The board of directors appoints the manager, who assumes the company’s legal representation.
– The capital is represented in shares of equal value that are negotiable securities, all of which are authorized capital, and it must be clarified how much of this is subscribed capital and how much is paid-in capital.
– Its corporate name will be the denomination defined by its shareholders but followed by «Sociedad Anónima» or its abbreviation S.A.
7. Sole Proprietorship (Sole Proprietorship) (Law 222 of 1995, arts. 71 to 81)
– It is the individual, one and only one person that is constituted as a businessman by means of a deed or private document before the chamber of commerce or before a notary with the due recognition of signature and content of the document.
– It is enough with the commercial registry to be a legal person who will respond limited with the assets and quotas of equal nominal value described in the constitutive document.
– It is up to the incorporator to manage the company or to delegate it to a third party, in which case the initial entrepreneur may not perform acts or contracts in the name of the sole proprietorship.
– This may have a corporate name followed by the phrase «Sole Proprietorship» or its abbreviation «E.U.» under penalty that the entrepreneur will be unlimitedly liable with its patrimony.
8. Associative Labor Company (E.A.T.)
(Law 10 of 1991; Decree 1100 of 1992)
– It is constituted by means of a deed, articles of incorporation, or bylaws before a notary or judge with due recognition of the signature and content of the document.
– Its members shall be a minimum of three and a maximum of ten if it is for producing goods because if it is a service company, its members shall be a maximum of twenty.
– Their labor contribution will represent all of them, in kind or goods, and will respond according to the rules of the Commercial Code.
– This company, constituted by its legal entity, must be registered before the Ministry of Social Protection.
– The duration must be clearly determined, and its capital must be expressed in labor contributions, technology, industrial or intellectual property duly registered, assets, and money. An executive director will be the legal representative of this type of company and will do as ordered by the bylaws created by the board of associates.
– The corporate name must be accompanied by the denomination «Empresa Asociativa de Trabajo» or the abbreviation E.A.T.
