Short answer
Most online operators in Colombia use a sociedad por acciones simplificada (S.A.S.) under Law 1258 of 2008, registered with the local Cámara de Comercio (RUES) and given a NIT through the DIAN RUT. There is no statutory minimum capital, but Coljuegos tests financial capacity under Resolution 20161200025334 of 2016 and requires a prize-payment coverage of at least COP 615 million under Acuerdo 04 of 2016. Corporate income tax is 35%, and beneficial owners are reported to DIAN in the RUB.
Colombia company formation at a glance
- Entity type
- S.A.S. (most common), S.A., or a branch (sucursal) of a foreign company
- Governing law
- Law 1258 of 2008 (S.A.S.); Commercial Code (S.A. and branches, arts. 471–472); gaming: Law 643 of 2001, Law 1753 of 2015 art. 93, Coljuegos Acuerdo 04 of 2016
- Registry
- Commercial register of the Cámara de Comercio of the domicile (RUES)
- Minimum capital
- No statutory minimum for an S.A.S.; a branch must pay in its assigned capital. Coljuegos applies financial-capacity indicators instead of a capital floor
- Shareholders
- S.A.S.: one or more individuals or companies, any nationality; 100% foreign ownership allowed
- Directors
- S.A.S.: board optional; at least one legal representative required. Branch: legal representative with alternates
- Local resident requirement
- No nationality rule, but the legal representative must be able to register with DIAN, sign electronically and deal with banks; a locally based representative is usual
- Registered office
- Colombian domicile registered with the Cámara de Comercio
- Corporate tax
- 35% corporate income tax; 20% withholding on dividends to non-residents (check treaty relief)
- UBO register
- Registro Único de Beneficiarios Finales (RUB) with DIAN; 5% ownership or benefit threshold
- Accounts/audit
- Colombian IFRS-based accounts; revisor fiscal mandatory for branches and for companies above the assets or revenue thresholds
- Time to incorporate
- Indicative 2–4 weeks for registration and RUT once apostilled foreign documents are ready; bank account and foreign investment registration add more
What the gambling regulator expects of the company
- Online games are operated by legal entities under a concession contract with Coljuegos (Law 643 of 2001 art. 38, as amended by Law 1753 of 2015 art. 93).
- Coljuegos Resolution 20161200025334 of 2016 sets the requirements and guarantees for online concessions. For a foreign company, financial capacity must be shown directly by its Colombian branch.
- Coljuegos assesses financial capacity through indicators rather than a fixed capital minimum. Secondary sources cite working capital of at least 1,450 SMMLV, debt no higher than 70% of assets and equity of at least 30% of the fixed exploitation rights. Treat these as indicative and confirm them against the current resolution.
- Acuerdo 04 of 2016 requires a Colombian bank account for player funds (art. 4), a .co domain (art. 29) and a prize-payment coverage of at least COP 615 million, updated by reference to net income (art. 8).
- The inspection system that records gaming transactions must be physically located in Colombia (Acuerdo 04 of 2016, art. 3).
- The concessionaire must run a SIPLAFT AML/CFT system reporting to UIAF and pay 15% of GGR in exploitation rights plus the fixed annual right of 811 SMMLV.
License fees, process and documents: Colombia gambling license.
Which Colombia entity to use
| Vehicle | Use it for | Notes |
|---|---|---|
| Sociedad por acciones simplificada (S.A.S.) | Default vehicle for a Coljuegos concessionaire or B2B supplier | Formed by private document registered with the Cámara de Comercio; single shareholder allowed; flexible bylaws. The corporate purpose should expressly cover games of chance and betting. |
| Sociedad anónima (S.A.) | Large groups that need a board and a more formal governance model | Commercial Code regime; at least five shareholders and a board of directors. Less common for new entrants. |
| Branch of a foreign company (sucursal) | Groups that want the concession inside the foreign parent | Commercial Code arts. 471–472: public deed, assigned capital, legal representative and mandatory revisor fiscal. Coljuegos requires a branch to prove financial capacity in its own right. |
How to incorporate in Colombia
- Week 1
Choose the vehicle
S.A.S. or branch; confirm the corporate purpose covers games of chance and betting.
- Weeks 1–3
Prepare foreign documents
Apostille and officially translate the parent’s documents and powers of attorney.
- Weeks 2–4
Register with the Cámara de Comercio
Check the name in RUES, file the incorporation document (or branch deed) and obtain the commercial registration.
- Weeks 2–4
RUT and NIT
Obtain the company’s RUT and NIT; the legal representative registers with DIAN and obtains an electronic signature.
- Weeks 3–8
Bank account and capital
Open a Colombian bank account, bring in the capital and register the foreign investment with Banco de la República.
- Within 2 months of RUT
Report beneficial owners
File the RUB with DIAN.
- After setup
Coljuegos application
Prepare the financial, legal and technical file; see the license page for the concession timeline.
Documents you will need
- Parent certificate of incorporation and good standing (apostilled, officially translated)
- Parent bylaws and resolution approving the Colombian company or branch
- Powers of attorney for the signatories in Colombia
- Passports of the legal representative and alternates
- Draft S.A.S. bylaws with a gaming corporate purpose
- Colombian registered address
- Acceptance letters of the legal representative and, where required, the revisor fiscal
- Beneficial ownership chart down to individuals (5% threshold)
- Evidence of capital transfer for foreign investment registration
Tax
- Corporate income tax
- 35%
- Dividends to non-residents
- 20% withholding, subject to treaty relief
- Exploitation rights
- 15% of GGR to Coljuegos plus the fixed annual right of 811 SMMLV
- Consumption tax (2026)
- 16% national consumption tax on GGR for 2026 under emergency Decree 0240 of 2026 (subject to Constitutional Court review)
- Municipal ICA
- Rate set by each municipality
Annual upkeep
Commercial registration
Renew the matrícula mercantil with the Cámara de Comercio by 31 March each year.
Shareholders’ meeting
Approve year-end financial statements at the ordinary annual meeting.
Tax
Annual income tax return, periodic withholding returns and municipal industry and commerce tax (ICA).
RUB
Update beneficial owner information with DIAN after each quarterly cutoff when it changes.
Foreign investment
Keep the foreign investment registration with Banco de la República current.
Coljuegos
Monthly exploitation rights, annual fixed right, coverage updates and SIPLAFT reporting.
Banking and payments
Colombian banks do bank Coljuegos concessionaires, and Acuerdo 04 requires player funds to be held in a Colombian account supervised by the Superintendencia Financiera. Onboarding involves enhanced due diligence on the group and beneficial owners and can take several weeks; foreign capital must also be registered with Banco de la República.
How we prepare the underwriting file: payments and banking.
Mistakes to avoid
- Using a generic corporate purpose that does not expressly cover games of chance and betting.
- Assuming no capital is needed because an S.A.S. has no statutory minimum; Coljuegos financial-capacity tests still apply.
- Missing the two-month RUB deadline after RUT registration.
- Forgetting to register the foreign investment with Banco de la República, which complicates later dividend payments.
- Choosing a branch without budgeting for the mandatory revisor fiscal.
Colombia compared
| Colombia | Costa Rica | Brazil | Peru | Chile | |
|---|---|---|---|---|---|
| Usual vehicle | S.A.S. or branch | S.A. or S.R.L. | Ltda or S.A. | S.A.C. or branch | SpA now; closed S.A. (proposed) |
| Minimum capital | No minimum; Coljuegos tests | None | None; R$30m for betting (suspended) | No minimum; solvency test | No minimum (bill: TBD) |
| Local requirement | CO legal representative | Resident agent, office | Resident attorney/administrator | PE legal representative | CL representative for SII |
| Corporate tax | 35% | 30% local; Law 9050 | 34% IRPJ+CSLL | 29.5% | 27% |
| Time | 2–4 weeks | 1–2 weeks + permit | 1–3 months | 2–4 weeks | 1 day–6 weeks |
Every formation jurisdiction side by side: company formation for gambling licenses. Licenses compared: gambling license jurisdictions. How we work: gambling consulting services.
What we do
Before you incorporate
We check that the entity, ownership chain and tax position will pass the regulator and the bank, and model the year-one cost.
Formation and registered office
We prepare the documents and coordinate incorporation, registered office and tax registration through licensed local agents and counsel.
Banking
We prepare the underwriting file and introduce banks, EMIs and PSPs that work with gambling businesses in Colombia.
The license
We prepare and file the Colombia gambling license and stay on for renewals and reporting.
Colombia company formation — FAQs
Do I need a Colombian company for a Coljuegos online concession?
You need a legal entity operating in Colombia. Most operators use a Colombian S.A.S.; Coljuegos rules also contemplate a Colombian branch of a foreign company that proves its financial capacity locally. See our Colombia gambling license page for the concession process.
What is the minimum capital for a Colombian S.A.S.?
There is no statutory minimum. Coljuegos applies financial-capacity indicators and requires a prize-payment coverage of at least COP 615 million, so the company must be funded accordingly.
Can a foreigner be the legal representative of an S.A.S.?
Yes, there is no nationality rule. In practice the representative must register with DIAN, obtain an electronic signature and deal with banks, so a locally based representative is common.
How long does it take to form an S.A.S.?
Indicatively two to four weeks for registration and the RUT once apostilled documents are ready. Bank account opening and foreign investment registration usually take longer.
Does a Colombian company need an auditor?
Branches of foreign companies must have a revisor fiscal. An S.A.S. needs one when its assets or revenue exceed the statutory thresholds.
What taxes does a Colombian online operator pay?
35% corporate income tax, 15% of GGR in exploitation rights plus the fixed annual right, and for 2026 a 16% consumption tax on GGR under emergency Decree 0240 of 2026, which remains subject to Constitutional Court review. Dividends to non-residents bear 20% withholding, subject to treaties.
Sources
Checked against the sources below on 9 October 2026. Registry fees, tax rates and filing rules change; confirm with us before you incorporate.
- Coljuegos Acuerdo 04 of 2016 (compiled text)
- Coljuegos Resolution 20161200025334 of 2016 (requirements and guarantees)
- Law 1258 of 2008 (S.A.S.) — Secretaría del Senado
- RUES — national business registry
- DIAN — Registro Único de Beneficiarios Finales
- Cámara de Comercio — opening a foreign company branch
- Coljuegos
Set up the right Colombia company the first time
An entity that the regulator, the bank and the tax authority will all accept. We screen the structure first, then incorporate, open accounts and file the license.
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