To understand how to register a branch of a foreign company, one must start with the concept of a foreign company: a foreign company is understood as a company with its principal domicile abroad, incorporated under the laws of another country, that seeks to undertake permanent business in Colombia. (Chamber of Commerce, 2013).
Furthermore, the notion of a branch of a foreign company must also be clear, as it is fundamental to the development of this document: a branch of a foreign company is considered to be a commercial establishment opened within the Nation by a company whose principal domicile is abroad, where the manager has the authority to exercise its legal representation. It should be noted that, with the opening of the branch of the foreign company, said company is allowed to develop permanent business within the country.
Taking into account the aforementioned concepts, and to answer the question of how to register the branch of a foreign company in Colombia, so that it can undertake permanent business in the country, you must submit the following documents before a notary public:
- • Authentic copies of the founding document and bylaws of the foreign company.
- • Authentic copy of the documents proving the existence of the foreign company, issued in the country of origin by the relevant body with the corresponding “Apostille” certificate, or authenticated before the competent officials in the respective country.
- • Authentic copy of the document or resolution issued by the foreign company, in which the establishment of a branch in Colombia was agreed, which must contain:
- • Name of the branch; Before assigning the name, verify that it has not been previously registered or that a similar one exists.
- • The business it intends to develop, clearly indicating the activities;
- • The amount of capital assigned to the branch and that originating from other sources, if any;
- • The place chosen as the domicile of the branch;
- The duration of the business in the country and the grounds for its termination;
- • The powers of the legal representatives or agents, or attorneys-in-fact, and they shall be deemed authorized to perform all acts included in the corporate purpose, and shall have judicial and extrajudicial representation of the company for all legal purposes;
- • The appointment of the statutory auditor, who shall be a natural person with permanent residence in Colombia.
- • The appointment of the legal representatives or agents or attorneys-in-fact. The name, surname, and identification of the legal representatives, statutory auditors, as applicable, must be indicated.
Additionally, you must carry out the corresponding commercial registration of the branch of the foreign company through the Single Business Registry, at any office of the Chamber of Commerce. But what is the commercial registration? It is the legal obligation that all merchants have, which consists of registering the important data of the branch, such as its address, telephone, economic activity, and financial situation.
In this regard, to register the branch, the application must be processed before the Chamber of Commerce with jurisdiction in the place where the commercial activity is intended to be carried out. Additionally, the company's incorporation document must be submitted, including a copy of the deed or a photocopy duly authenticated before a notary, where the documents described above have been formalized.
NOTE: According to Article 33 of the Commercial Code, the commercial registration must be renewed within the first three months of the year, regardless of the date on which the commercial registration was made.
Regarding costs, according to Article 45 of the Commercial Code, the registration or certification fees must be paid, which will be set by the Chamber of Commerce.