9 de February de 2023
SAS companies are an alternative form of business organization that has become very popular among those who want to register a company in Colombia in recent years. These companies have some significant advantages over public limited companies, which has made them the preferred choice for many companies in the country.
Differences between a SAS and an SA in Colombia
In Colombia, public limited companies (SA) and simplified joint stock companies (SAS) are two types of companies that are used to carry out business activities. Although both have some similarities, there are significant differences between them in terms of their structure and operation. Below are some of the main differences between a SAS and an SA in Colombia:
- Number of shareholders: A SAS can have from one to an unlimited number of shareholders, while an SA must have at least five shareholders.
- Shareholders’ Meeting: In a SAS, the shareholders’ meeting is the highest authority and makes decisions by simple majority, while in an SA a qualified majority is required (ie. the majority of the shares with voting rights).
- Board of directors: In a SAS, the board of directors can be made up of one or several administrators, while in an SA it must be made up of at least three members.
- Duration: A SAS can have an unlimited duration, while an SA has a limited duration and must renew its registration every ten years.
- Responsibility of the shareholders: In both legal vehicles, the shareholders are jointly and severally liable for the debts of the company up to the amount of their contributions.
- Social capital: The social capital of a SAS can be integrated in money or in goods, while the social capital of an SA must be integrated in money.
- Regulation: A SAS is subject to easier regulation than an SA, since it has fewer formalization and disclosure requirements.
It is important to note that these are just some of the differences between a SAS and an SA in Colombia. If you are considering registering a company in Colombia, it is advisable to consult an accounting consultant to determine which of these two types of company is the most appropriate for your needs and circumstances.
Advantages of a SAS over an SA in Colombia
One of the main advantages of SAS companies is their flexibility. Unlike public limited companies, which have a rigid hierarchical structure and require the presence of a board of directors and a board of directors, SAS companies can be adapted to the need and structure of the business. The partners of a SAS company have the freedom to establish their own internal rules and procedures, which allows them to be more agile and better adapt to market changes.
Another important advantage of SAS companies is the simplicity of their legal structure as they do not have to meet certain formal requirements and can be established with a minimum of two partners. This makes them ideal for small and medium-sized businesses looking for a simpler and more flexible form of organization.
Disadvantages of a SAS company
Below we will review some items in which a SAS company can be disadvantaged or at a disadvantage compared to other companies:
– The SAS may not register or trade its shares or other securities in the national registry of securities and issuers nor on the stock market due to the lack of transparency in the management of these securities.
– The flexibility in the registration and form of administration of the SAS makes them vulnerable to fraud and use for illegal activities by unscrupulous people. This leaves them unprotected from crime.
– The SAS, like other corporate figures, can make changes through mechanisms such as transformation (change of corporate type), merger (absorption of assets and liabilities by another company or creation of a new one), or spin-off (transfer of an already incorporated company or from one line of business or entire establishment to another). However, according to the applicable regulations, a SAS needs a unanimous vote to carry out a transformation.
– The resolution of conflicts in charge of an administrative entity is one of the advantages of the SAS, according to Law 1258 of 2008. Specifically, article 44 attributes jurisdictional functions to the Superintendency of Companies to resolve internal problems of the company, such as shareholder disputes, fraud, or abuse of voting rights. Although some may consider that this measure is not effective enough or that it takes too much time, the Superintendence of Companies has proven to be the most efficient and transparent specialized entity in recent times, which constitutes a great advantage by allowing conflicts between partners to be resolved. resolved by a specialized entity with the jurisdictional powers of a judge.
– Law 1258 of 2008 extends the legal responsibilities of administrators to people who carry out activities that affect the company, either positively or negatively, even if they do not have formal positions in the company. It is known as de facto administration.
– According to article 13 of the law that governs the SAS, the founders can prohibit the sale of shares for a period of 10 years. This can tie a person down for longer than necessary and affect their decision-making performance. However, this option can be used to protect the permanence in the company of its strategic partners, and it is not necessarily considered a disadvantage.
In summary, SAS companies are a flexible, simple form of business organization and with favorable tax treatment, which makes them an attractive option for many companies in Colombia.
Although they have some disadvantages, these can be minimized through good management and financial planning. That is why it is important to consider all of these factors when choosing the most appropriate form of business organization for your business.