Registering a company begins with choosing the legal structure, which can be: sole proprietorship, limited liability company (S.L.), simplified joint-stock company (S.A.S.), among others. Once the structure is defined, you must:

• Register the company with the Chamber of Commerce of the corresponding city to obtain the Commercial Registration (Registro Mercantil).
• Obtain the NIT (Tax Identification Number) from the National Tax and Customs Directorate (DIAN), which allows you to comply with tax obligations.
• If your activity requires specific licenses, you must obtain them from the relevant local authorities (e.g., mayor’s office, health departments).

It is advisable to have a lawyer review all legal documents, such as statutes and contracts, to ensure compliance with all regulations.

In Colombia, there are several types of employment contracts depending on the job modality:

• Fixed-term contract:Has a specific duration and must state the start and end date.
• Indefinite-term contract:Has no end date.
• Contract for a specific project or task:Signed for the duration of a specific project.
• Temporary contract:Used for temporary situations and in specific sectors.

The contract must include at least information about salary, working hours, duties, and employment benefits. Additionally, it is crucial to register the employee with a pension fund, health insurance, and occupational risk insurance to comply with social security obligations.

In Colombia, the most common options for entrepreneurs are:

• Sole proprietorship (autonomous worker):If you are an individual working independently and do not want to deal with complex procedures, you can operate as a sole proprietor, but you assume unlimited liability for debts.
• Simplified Joint-Stock Company (S.A.S.):The most popular choice for entrepreneurs in Colombia. It allows for a flexible structure with limited liability (only the company’s assets are at risk). It is ideal for both small and large businesses and does not require a minimum capital investment.
• Limited Liability Company (S.L.):Suitable if you do not want others to have a stake in the company. The liability of partners is limited to their capital contribution.
• Corporation (S.A.):Mainly used by large companies seeking to raise capital through the issuance of shares.

If a client fails to pay, follow these steps:

• Attempt negotiation or mediation:The first step is to resolve the issue amicably by sending payment reminders or agreeing on a payment plan.
• Judicial collection process:If negotiation fails, you can initiate a collection process in the Civil Circuit Court. Colombian law provides mechanisms such as executive action for debt recovery.
• Small claims process:If the debt is not very high and the debtor has the means to pay, you can request this process through the Superintendence of Companies or the courts.

A sales contract should be clear and include:

• Identification of the parties:Full name, national ID number, and address.
• Contract subject: Detailed description of the good or service being sold.
• Price and payment terms: Specify the price, currency, and payment conditions (e.g., installments, advance payments).
• Warranties and liability: Clearly state any product warranties and return/exchange policies.

Although written contracts are not mandatory for low-value goods, it is always recommended to have one to avoid potential legal disputes.

If your company experiences theft or fraud, take the following steps:

• Gather evidence:Document all details and proof of the theft or fraud (e.g., accounting records, security footage, witnesses).
• Notify authorities:If the fraud is significant, such as the theft of large sums of money, file a complaint with the Attorney General’s Office.
• Internal disciplinary action:Depending on the severity, you may initiate an internal disciplinary process and terminate the employee for just cause.
• Asset recovery:If possible, you can attempt to recover the stolen assets through legal proceedings.

Yes, foreigners can open businesses in Colombia. The requirements are:

• Registration with the Chamber of Commerce:Foreigners must register as a sole proprietor or as a legal entity (if they establish a company).
• NIT (Tax Identification Number):Required from the DIAN to fulfill tax obligations.
• Appoint a legal representative:If you do not reside in Colombia, you must appoint a legal representative who is a resident of the country.
• Compliance with regulations:You must comply with local labor, tax, and commercial regulations.

Businesses have various responsibilities toward consumers. If a defective product causes harm, the company must:

• Take immediate action:If a product defect is identified, actions must be taken to mitigate the risk.
• Notify the relevant authority:It is important to report the issue to the Superintendence of Industry and Commerce (SIC) to avoid legal penalties.
• Provide compensation:Depending on the damage caused, the company may be required to repair the product, replace it, or compensate the customer.

Failure to meet these responsibilities can result in financial penalties and legal claims.

To reduce the risk of lawsuits, it is advisable to:

• Draft clear and well-structured contracts with suppliers, employees, and clients.
• Comply with tax and labor obligations to avoid penalties or litigation.
• Obtain business insurance that covers third-party damages, workplace accidents, or consumer claims.

Failure to comply with labor obligations in Colombia can have serious consequences, such as:

• Financial penalties:Imposed

The right of petition is a mechanism enshrined in Article 23 of the Political Constitution of Colombia and developed by Law 1755 of 2015. It allows any person, whether natural or legal, to request information, documents, or decisions from public entities or private entities that provide public services or perform public functions. This right is a key tool to ensure transparency, access to information, and citizen participation.

Article 23 of the Political Constitution of Colombia establishes that any person, regardless of nationality, can file a right of petition in Colombia. This includes both Colombian citizens and foreigners, as long as the request is made before a public entity or a private entity that provides public services or carries out administrative functions. It is not necessary to be a lawyer to exercise this right, and requests can be submitted through any means: in writing, electronically, or even verbally.

In Colombia, the right of petition can be submitted in different forms depending on the nature of the request. Article 14 of Law 1437 of 2011 establishes different deadlines and types of petitions, including:

• Requests for documents and information:These include requests to obtain documents or information from public entities or private entities that provide public services or perform public functions. These petitions must be resolved within ten (10) days from their receipt. If the response is not provided within this period, the request will be considered tacitly accepted, and the entity may not deny the delivery of the documents. In this case, copies must be provided within the following three (3) days.
• Consultations with authorities:These refer to requests in which the petitioner seeks an interpretation or statement on legal or administrative matters within the entity's competence. These petitions must be resolved within thirty (30) days from their receipt.
• Other petitions:There are other types of petitions that are not regulated with specific deadlines but must be resolved within a general period of fifteen (15) days from their receipt.

According to Article 14 of Law 1437 of 2011, the general deadline to resolve a right of petition is fifteen (15) days from the receipt of the request. However, there are exceptions:

• Requests for documents and information:must be resolved within a maximum of ten (10) days.
• Consultations with authorities:the response period is thirty (30) days.

Exceptions and extensions:
If the entity cannot resolve the petition within the established period, it must inform the petitioner before the deadline expires, explaining the reasons for the delay and setting a new deadline, which cannot exceed twice the initially established time.

If a public entity or an individual does not respond to a right of petition within the legal deadlines and does not inform the petitioner of the reasons for the delay, the petitioner may file a tutela action before a judge. This action seeks to ensure that the entity fulfills its obligation to respond and respects the fundamental right of petition.

A tutela action is a legal mechanism in Colombia, enshrined in Article 86 of the Political Constitution. It allows any person to request a judge to immediately protect their fundamental rights when they are being violated or threatened by an action or omission of an authority or, in some cases, a private entity.

Characteristics of a tutela:

• Fast and expeditious procedure.
• Does not require a lawyer.
• Protects fundamental rights.

Any person, regardless of nationality, can file a tutela action in Colombia. It is not necessary to be a lawyer, and it can be filed directly by the affected person or by a representative in case of incapacity.

To file a tutela action, a written document must be addressed to a competent judge, including:

• Identification of the petitioner and, if applicable, their representative.
• Description of the facts supporting the request, explaining how fundamental rights are being violated.
• Identification of the entity or person responsible.
• Request for protection and the necessary measures to guarantee the right.
• It can be submitted in writing or verbally, in which case the judge will be responsible for drafting the document.

Article 29 of Decree 2591 of 1991 establishes that the judge must resolve a tutela action within a maximum of ten (10) business days from the receipt of the request.

Extrajudicial conciliation in law is an alternative dispute resolution mechanism in which the parties, with the intervention of an authorized conciliator, seek to voluntarily and directly resolve their differences without the need for a judicial process.

In Colombia, this mechanism is a requirement for proceeding with certain civil, family, or administrative cases and is regulated by Law 2220 of 2022.

Legal effects of conciliation:

The agreements reached in a conciliation have a binding nature, meaning that:

• The conciliation act has the effect of res judicata.
• In case of non-compliance, the affected party may demand its fulfillment before a judge through an enforcement process.

A penalty clause is a contractual provision that establishes in advance the sanction to be applied in case of non-compliance with the agreed obligations. It is considered an accessory obligation to the contract, meaning its application depends on the breach of the principal obligation.

The purpose of this clause is to ensure compliance with the agreement since, by setting a penalty in advance, it incentivizes the parties to fulfill their commitments and minimizes the risk of non-compliance.

There are two types of penalty clauses, classified based on the nature of the breach:

• Compensatory penalty clause: This applies as a sanction for damages caused due to total or partial non-compliance with the principal obligation.
• Moratory penalty clause: This applies when the breach occurs due to a delay in fulfilling the principal obligation.

In both cases, this contractual tool provides clarity and security for the parties involved.

In contracts, it is essential to distinguish between different types of obligations:

• Principal obligations:These have their own purpose and exist independently. Their validity and execution do not depend on any other obligation.
• Accessory obligations:These depend on the principal obligation to exist or take effect. They lack autonomy because their purpose is tied to the principal obligation.

The main consequence of this distinction is summarized in the phrase: "the accessory follows the fate of the principal." This means that if the principal obligation produces certain effects, the accessory obligation will also follow (for example, in cases of nullity: if the principal obligation is void, the accessory obligation will also be void).

However, this principle does not work in reverse: the nullity or termination of an accessory obligation does not affect the validity of the principal obligation.

Understanding this relationship between principal and accessory obligations is key to comprehending the structure and function of contractual obligations.

To draft a contract, the first step is to identify the type of contract to be created. This requires defining the principal obligation and the subject matter of the contract, as these elements determine its legal nature (e.g., sale, lease, loan, supply, etc.).

Once the type of contract is identified, it is essential to clearly define:

• The parties involved
• The principal obligations: arising from the contract’s purpose (i.e., what each party commits to, depending on the nature of the agreement)

Next, the duration of the contract should be specified, outlining the period during which the parties are required to fulfill their obligations.

After that, additional clauses may be included as agreed by the parties, adapting to the specific conditions of the contractual relationship.

Finally, the contract must conclude with the signature of the parties, which constitutes an unequivocal expression of their willingness to be bound by the terms established in the document. The signature is an essential element that grants validity and formality to the contract.

The possibility of modifying a contract after it has been signed is a common legal matter. To facilitate this, there is the addendum, a legal mechanism that allows new clauses to be added or existing ones to be modified within a contract.

It is essential that the addendum clearly outlines the changes or additions made to the contract, specifying exactly which aspects are modified and which remain unchanged. Additionally, both parties must fully agree on its content, as its validity depends on mutual consent.

This tool enables contracts to be adapted to new circumstances, ensuring they remain relevant and suitable for the parties’ needs without affecting the integrity of the rest of the provisions.

Contracts generally have a predefined duration. However, when a contract is agreed upon for an indefinite term or its duration is unspecified, its termination can occur according to its clauses. Some contracts explicitly state the mechanisms or specific causes for termination.

If the contract does not define termination methods, Colombian Civil Code provisions can be applied. Article 1625 of the Civil Code outlines various ways obligations can be extinguished, including:

• Payment
• Novation (modification or replacement of the obligation)
• Compensation
• Debt forgiveness
• Loss of the subject matter
• Prescription
• Other methods provided by law

Therefore, in the absence of specific contractual provisions, general civil law rules will determine how and when an indefinite-term contract may be terminated.

It is important to note that, in cases of breach, contract termination may also involve compensation for damages caused.

A valid contract must meet certain essential elements to be legally recognized:

• Mutual consent:There must be a clear and voluntary agreement between the parties, free from coercion.
• Lawful purpose:The contract’s objective must comply with the law and public order.
• Legal capacity of the parties:The signatories must be of legal age and in full possession of their faculties.
• Specific formalities:In some cases, contracts must meet specific requirements, such as being in writing or registered with a competent authority.

When one party breaches a contract, the first step is to analyze the contract clauses to determine the unfulfilled obligations and applicable penalties.

Depending on the situation, the parties may attempt to negotiate a resolution to the dispute amicably. If an agreement cannot be reached, alternative dispute resolution methods such as mediation or arbitration may be used to avoid litigation.

As a last resort, if no settlement is possible, legal action may be taken to enforce compliance with the contract or seek damages and compensation, as applicable.

A Non-Disclosure Agreement (NDA) is a legal contract in which the parties agree not to disclose confidential information shared during a business, employment, or strategic relationship.

This type of contract is commonly used in:

• Business negotiations
• Project development
• Technological research
• Situations involving sensitive information that could harm a party if disclosed.

An adhesion contract is a type of agreement in which one party, usually a company, unilaterally establishes the terms and conditions. The other party, known as the adherent, only has the option to accept or reject the contract in its entirety, without the ability to negotiate specific clauses.

Before signing an adhesion contract, it is crucial to:

• Carefully read the terms, especially those related to penalties, termination rights, and additional obligations.
• Clarify doubts regarding conditions that may be disadvantageous.

• Employment contract:Involves a relationship of subordination, with set working hours, a fixed salary, and employment benefits.
• Service contract:Establishes an independent relationship, without subordination, fixed schedules, or employment benefits.

The choice between the two depends on the nature of the work relationship.

To register a trademark, you must follow these steps:

• Conduct a trademark search: Ensure that no similar registered trademark already exists.
• Prepare the application: This includes selecting the class of goods or services covered by your trademark and preparing the necessary documents.
• File the application with the intellectual property office: This can be done online or in person at the Super Intendencía de Industría y Comercio (SIC).
• Examination of the application: The authority will review whether your trademark meets the legal requirements.
• Publication and opposition period: If no opposition is filed, the trademark will be published in the official gazette.
• Receive the registration certificate: Once approved, you will be granted exclusive rights to your trademark.

A trademark registration only provides protection in the country where it is registered, as its scope is territorial.

If you plan to operate in other countries, you must register it in each of them. You have three options:

• Madrid System:A single application to protect your trademark in multiple countries.
• Individual registration:Apply directly in each country.

A registered trademark is initially protected for ten (10) years from the registration date and can be renewed for successive ten-year periods.

To maintain the registration, you must file a Declaration of Use between the 5th and 6th year after registration. If not renewed, the trademark is considered abandoned.

No, a work does not need to be registered to be protected by copyright. Copyright arises automatically upon the creation of an original work that is fixed in a tangible medium (written, recorded, filmed, etc.).

However, registration with the Copyright Office provides additional benefits, such as stronger evidence of ownership and creation date, which can be useful in legal disputes.

Intellectual property (IP) refers to the set of legal rights that protect human creations. These rights apply to literary, artistic, and scientific works, inventions, symbols, names, and images.

Intellectual property is categorized into three main areas:

• Copyrights
• Patents
• Trademarks

Copyrights protect original works of authorship, including books, music, art, films, and software.

Copyright protection is granted automatically upon creation, but formal registration with the Copyright Office offers additional legal security in case of infringement.

To protect your copyright, keep records of your work and its creation date, and consider formal registration if necessary.

Registering a domain name does not provide legal protection for your trademark. A domain name only defines your web address and does not prevent others from using your commercial name or logo.

To safeguard your brand identity and prevent misuse, it is essential to register your trademark.

A copyright assignment agreement is a contract in which the author of a work transfers all or part of their exclusive rights to another person or entity.

This contract is necessary if you want another party to have full or partial control over the exploitation of the work (e.g., distribution, reproduction, or commercialization).

Formalizing this agreement in writing helps prevent future disputes.

If you do not use your trademark for an extended period, you may lose its protection. In colombia, a trademark is considered abandoned if it is not used for three (3) consecutive years, and third parties may petition for its cancellation.

A patent is an exclusive right granted by the government to an inventor, allowing them to exploit their invention for a limited time.

In Colombia, patents are processed through the SIC.

To obtain a patent, an invention must meet the following criteria:

• Novelty– The invention must be new and not disclosed to the public before the filing date.
• Non-obviousness– The invention must involve an inventive step that is not obvious to someone skilled in the field.
• Industrial applicability– The invention must have a practical use.

To protect an invention in the U.S., follow these steps:

• Conduct a patent search to ensure the invention has not been patented.
• Prepare and file a patent application.
• Undergo an examination process to determine patent eligibility.

Once granted, patents generally last for 20 years from the filing date, subject to maintenance fees.

An information security incident is any event that compromises the confidentiality, integrity, or availability of the information. This includes unauthorized access, uncontrolled dissemination of information, data loss, or cyberattacks.

You must report it immediately to the company’s information security department through the official channel designated for such cases. Do not attempt to resolve it on your own without expert guidance, as doing so could hinder the investigation or worsen the situation.

If the data controller is required to register its databases, the incident must be reported through the National Database Registry within fifteen (15) business days following the detection of the incident and its notification to the designated department within the company.

Data controllers who are not required to register their databases, as well as data processors, must report security incidents within fifteen (15) business days of detection and notification to the responsible area within the company, using the application available on the website of the Superintendence of Industry and Commerce, under the microsite of the Delegation for the Protection of Personal Data, in the “Security Incident Report” module.

Companies must implement all technical, administrative, and human measures to protect data user’s information. This may include deploying technical and organizational controls within operating systems, conducting regular updates, training staff, continuous monitoring, and establishing clear policies on the safe use of information.

Effective legal advice on personal data protection can guard your company we are experts in information security. Contact us!