Asociaciones Público Privadas Marco Legal

Carlos Sánchez-García04/03/2013

Durán & Osorio Abogados AsociadosColombian law firm specialised in infrastructure projects.

The firm has been involved in some relevant PPPs and concession contracts in Colombia.

• 4G PPPs for roads• Transmilenio• El Dorado Airport

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Corporate Vehicles and Strategy

• Testing the market• Starting operations

• Landing in Colombia• Small operations

• Making Colombia your new home• Growing your business in the country

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Working from home

Is it possible to deliver services

from UK?

Yes, under Colombian law all foreign companies can deliver services in the country.

Even for public organisations?

Yes, in fact UK companies are treated as Colombian nationals in public procurement processes.

Taxes?Be prepared for discussions about invoicing with VAT.10% of your invoice will be withheld

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Branches Vs. Corporations

• Branches are not exactly a corporate vehicle• They have their own register and accounts in Colombia.• However, they are an extension of the UK company.• When trading, branches are making liable the UK company.

• There are several corporate vehicles under Colombian law among others:

Name Comments

Colectiva Partnership Unlimited joint liability

Limitada Limited Company Unlimited liability for taxes and labour

Anónima Stock Corporation Limited liability unless used for fraud

Sociedad por Acciones Simplificada (SAS)

Simplified Stock Corporation Limited liability unless used for fraud

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SAS are a very flexible vehicle• Can be incorporated with a single shareholder

• Perfect for SPVs

• It is not required to deposit the articles of association into any public notary. • But signature recognition is required

• Preferential dividends, limited or multiple rights of voting can be established.

• Managers are entitled to acquire shares .

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SAS are a very flexible vehicle• Indefinite duration unless otherwise provided in the by-

laws.

• if nothing is mentioned, the Corporation might develop any legal activity.

• Shareholders are free to define the amount of authorised stock, the amount of stock that is going to be issued when setting up the company and the term to pay it, which cannot exceed two years.

• The only organizational requirement is the appointment of a legal representative

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Incorporating a SAS takes around 20 days

• Certificate of incorporation of the shareholders

• ID of legal representative• All documents must be legalised

(apostille)

Documents Required

All documents must be in Spanish or translated by a registered translator

Language

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Steps1. Signing the by laws

• In UK, recognising signatures at the Colombian consulate.• In UK recognising signatures at a UK public notary or solicitor and

legalising the document.• In Colombia, extending a power of attorney.

2. Registering the Company• At the Chamber of Commerce

3. Getting tax ID number • At the tax authority

4. Registering foreign investment• Open a bank account

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Gracias! (Thank you)

carlos.sanchez@duranyosorio.com