Want to Create a Foundation in Colombia? Complete Legal Guide 2026

1. What Is a Foundation and How Does It Differ from Other Non-Profit Types?

In Colombia, Non-Profit Entities (ESAL — Entidades Sin Ánimo de Lucro) are organizations whose primary purpose is not to generate profits for their founders, but to fulfill a social, cultural, educational, environmental, or charitable purpose.

Within the non-profit universe, we find three main structures:

• Foundation (Fundación): Established with assets allocated to a purpose of general interest. It doesn't have "members" in the strict sense, but rather beneficiaries. The assets are the protagonist.
• Association or Corporation (Asociación/Corporación): Born from the will of a group of people who unite to pursue a common goal. Here the associates are at the center of the organization.
• Solidarity sector entity: Cooperatives, employee funds, and mutual societies. Governed by special regulations (Law 79 of 1988 and Law 454 of 1998).

When Does It Make Sense to Create a Foundation?

Creating a foundation is the right choice when:

• You want to allocate specific assets to a permanent social purpose
• You don't need "associates" participating in governance decisions
• Your project has a long-term vocation and the founding assets are its backbone
• You're looking to channel national or international donations through a recognized legal vehicle
• You want to access the Special Tax Regime (RTE) to optimize the tax burden of your social operations

Is this article for you? If you're a social manager, the leader of an international NGO looking to operate in Colombia, an impact investor, or simply someone who wants to formalize their social project, this guide gives you the complete step-by-step process.

2. Legal Framework: What Laws Govern Foundations in Colombia?

Foundations in Colombia are governed by a set of regulations you should know:

• Civil Code (arts. 633-652): Defines the legal personality of non-profits and their general operating rules.
• Decree 2150 of 1995 (art. 40): Eliminated prior government approval. Today, non-profits acquire legal personality upon registration with the Chamber of Commerce.
• Decree 019 of 2012: Confirms that no prior State authorization is required.
• Decree 1529 of 1990: Regulates the inspection and oversight of non-profits by departmental governments (for those with departmental scope).
• Tax Statute (arts. 19 and 356-364): Regulates the Special Tax Regime accessible to non-profits.
• Decree 2150 of 2017 (Single Regulatory Decree): Compiles tax regulations applicable to the RTE.

Oversight and Control

Depending on its purpose and scope, a foundation may be supervised by:

• Municipal government (Alcaldía): Foundations with local scope
• Departmental government (Gobernación): Foundations with departmental scope
• Ministries or superintendencies: According to sector (education, health, environment)
• DIAN: In tax matters, especially for RTE certification

3. Pre-Incorporation Requirements

Before starting the formal process, you need to have these elements defined:

The Social Purpose (Objeto Social): This is your foundation's reason for being. It must be lawful, defined, and for social benefit. It may include activities such as education, health, culture, environment, human rights, community development, science and technology, among others. It's crucial that it be broad enough to allow the foundation to evolve, yet specific enough to obtain RTE certification.

Initial Assets (Patrimonio): Unlike SAS companies, foundations require assets allocated to fulfilling the social purpose. There is no legal minimum, but an amount consistent with planned activities is recommended.

Governance and Administration Bodies:

• General Assembly or Founders' Board: Highest governing body
• Board of Directors (Junta Directiva): Administrative body (minimum 3 members recommended)
• Legal Representative (Representante Legal): Person who exercises judicial and extrajudicial representation
• Statutory Auditor (Revisor Fiscal): Mandatory if gross income from the previous year exceeds 600 minimum wages (SMMLV) or assets exceed 5,000 SMMLV

Foundation name: Must be unique and verifiable in the RUES. Must include the word "Fundación" and cannot be confusingly similar to existing entities.

About the Statutory Auditor: Although not mandatory at incorporation for most foundations, it is highly recommended to appoint one from the start if you plan to manage international donations or apply for cooperation grants. It provides transparency and credibility to donors.

4. The Step-by-Step Process

The process of incorporating a foundation in Colombia takes between 10 and 25 business days:

#	Stage	Estimated Time	Key Note
1	Name verification at RUES	1 day	Make sure no similar entity exists
2	Bylaws drafting	3-5 days	★ Requires a lawyer specialized in non-profits
3	Founding assembly	1 day	Act signed by all founders
4	Chamber of Commerce registration	2-3 days	★ RUES forms + payment of fees
5	NIT obtention (DIAN)	2-5 days	★ RUT with correct economic activity code
6	Special Tax Regime certification	3-6 months	Process before the DIAN with additional requirements
7	Bank account opening	5-10 days	Varies by bank

Detail of Each Stage

Stage 1: Name verification. Check at www.rues.org.co that the name is available. Remember it must include the word "Fundación" and cannot create confusion with existing entities.

Stage 2: Bylaws drafting. This is the most important document. The bylaws must contain at minimum:

• Names, identification, and domicile of the founders
• Name of the foundation
• Detailed social purpose
• Initial assets and contribution methods
• Governing and administrative bodies and their functions
• Legal representative and their powers
• Causes of dissolution and destination of remaining assets (this is key for the RTE)
• Provisions on bylaw amendments

Stage 3: Founding assembly. The founders meet and sign the founding act along with the bylaws. Signatures must be notarized or presented in person at the Chamber of Commerce.

Stage 4: Chamber of Commerce registration. The following is submitted:

• Founding act with notarized signatures
• Approved bylaws
• RUES form
• RUT registration form (DIAN)
• Payment of registration fees

Stage 5: NIT obtention. With the certificate of existence and legal representation issued by the Chamber of Commerce, the NIT process is completed before the DIAN.

Stage 6: RTE certification. This is a separate and subsequent process. The foundation must apply to the DIAN to be certified as a Special Tax Regime taxpayer, which allows it to be taxed at 20% (or 0% if it reinvests all surplus).

The order matters: Don't try to certify for the RTE before having the definitive NIT and at least one fiscal year of documented operation. The DIAN requires proof that the entity effectively fulfills its social purpose.

5. Costs of Incorporating a Foundation in 2026

Costs vary by city and declared initial assets:

• Chamber of Commerce registration fees: $150,000 - $300,000 COP
• Registration tax: 0.7% of initial assets (Bogotá). This can be the most significant cost if assets are high.
• RUES forms: ~$8,300 COP
• Notarized signatures: ~$15,000 - $30,000 COP per signature
• Certificate of existence: ~$8,000 - $12,000 COP
• Legal fees: Vary by complexity. Drafting bylaws for a foundation is more complex than for a SAS, as it must address governance structure, disqualification rules, and the dissolution/asset destination clause.

About CCB costs: The values indicated here are approximate and correspond to the Bogotá Chamber of Commerce (CCB). Other chambers in the country may have different rates. Always check the current rates in your jurisdiction.

6. Special Tax Regime: The Great Tax Advantage

The Special Tax Regime (RTE — Régimen Tributario Especial) is arguably the greatest advantage of operating as a non-profit in Colombia. But accessing it has specific conditions:

Requirements for RTE Certification

• Be legally incorporated as a non-profit entity
• Social purpose must correspond to meritorious activities (art. 359 Tax Statute)
• Bylaws must establish that surpluses will be reinvested in the social purpose
• In case of dissolution, assets must be allocated to an entity with a similar purpose or to the State
• Web registration on the DIAN platform with all required information
• Information must be public and kept updated

Recognized Meritorious Activities

• Formal and informal education
• Healthcare
• Culture
• Science, technology, and innovation
• Social development activities
• Environmental protection
• Prevention of psychoactive substance use
• Promotion and support of human rights
• Business development programs
• Promotion of democratic participation

Concrete Tax Benefit

• General rate: 20% on net surplus
• If 100% of surplus is reinvested in the social purpose: Effective rate of 0%
• Donations received: Do not constitute taxable income if allocated to the social purpose
• Donors: Can deduct the donated amount (with limits) in their income tax return

7. Common Mistakes When Creating a Foundation

After advising dozens of social organizations, these are the most frequent mistakes we see:

• Social purpose too vague or generic. The DIAN may deny RTE certification if the purpose is not aligned with meritorious activities under art. 359 of the Tax Statute.
• Not including the remaining assets destination clause. Without this clause in the bylaws, there is no access to the RTE. Remaining assets must be allocated to an entity with a similar purpose or to the State.
• Confusing a foundation with a social enterprise. A foundation cannot distribute surpluses among its founders. If your model seeks personal profitability, a SAS with social purpose (BIC Company) may be more appropriate.
• Not planning the governance structure. A weak or non-independent board of directors can generate conflicts of interest and oversight issues.
• Ignoring transparency obligations. Non-profits certified in the RTE must publicly publish financial and contractual information. Non-compliance results in exclusion from the regime.
• Not registering the trademark. Just like with companies, Chamber of Commerce registration does not protect the name as a trademark. If your foundation has public visibility, register the trademark with the SIC.

8. Foundation vs. BIC Company: Which to Choose?

If your motivation is social impact but you also need a model with financial return, consider these differences:

• Foundation (ESAL): Does not distribute surpluses, access to RTE, assets allocated to a social purpose, complex governance, ideal for receiving donations and international cooperation.
• BIC Company (purpose-driven company): It's a SAS or any commercial company with declared social benefit activities. Distributes profits normally, pays ordinary tax rate (35%), can receive impact investment, corporate governance.

The choice depends on your model: if your sustainability comes from donations, cooperation, and fundraising → Foundation. If it comes from commercial revenue with measured impact → BIC Company.

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This article is for general informational purposes. For specific analysis of your situation, consult a lawyer or Get to know us →