Liquidating an SAS in Colombia follows the same two phases as any company, dissolution and liquidation, but the Simplified Stock Company offers a more streamlined path: it can be dissolved and liquidated by private document and, when it has no external liabilities, qualify for a simplified private liquidation. As of July 2026, this flexibility makes closing an SAS faster and more cost-effective in practice than closing a traditional S.A. This guide explains the process specific to an SAS for foreign companies. For the general process applicable to any company, see how to liquidate a company in Colombia.
Why an SAS is faster to liquidate
The SAS, created by Law 1258 of 2008, allows corporate decisions to be adopted by private document instead of a public deed and permits a sole shareholder. This means that the decision to dissolve and the appointment of the liquidator can be formalized without a notary, and that a sole shareholder can decide on the closure independently. Both factors reduce time and costs compared with more formal structures.
The process, step by step
- Dissolution decision. The shareholders' assembly, or the sole shareholder, approves the dissolution of the SAS by private document and registers it with the Chamber of Commerce.
- The SAS becomes "en liquidación." This expression is added to its name, and its status is reflected in the commercial registry.
- Appointment of the liquidator. A liquidator, usually the legal representative, is appointed and registered with the Chamber of Commerce.
- Inventory and balance sheet. The liquidator prepares an inventory of the assets and the liquidation balance sheet.
- Payment of liabilities. Obligations are settled according to the legal order of priority before any remainder is distributed to the shareholders.
- Final liquidation account. It is approved by the assembly and registered with the Chamber of Commerce.
- Tax closure. Final returns are filed, the RUT is cancelled before the DIAN, and the commercial registration is cancelled.
Simplified private liquidation
When the SAS has no outstanding external liabilities, it can use a more expedited private liquidation: with no creditors to pay, the process focuses on approving the inventory and final account and cancelling the registrations. This is the usual route for foreign subsidiaries closing a clean operation with no debts, and it is one reason why the SAS is the preferred structure for foreign investors even when exiting the market. Confirm with your adviser whether your situation qualifies for this route.
Tax considerations and considerations for foreign companies
The closure is not complete until the RUT has been cancelled before the DIAN, which requires the company to be in good standing and to have filed its final returns. If the SAS is foreign owned and registered its investment with the Banco de la República, that registration must be cancelled and the remainder repatriated as part of the closure. While the RUT remains active, the SAS continues to be a taxpayer even if it is no longer operating.
SAS versus S.A. when liquidating
| SAS | S.A. | |
|---|---|---|
| Formalization | Private document | Public deed |
| Sole shareholder | Permitted | No (minimum 5) |
| Simplified private liquidation | Available with no external liabilities | Less flexible |
| Overall speed | Faster | Slower |
Frequently asked questions
Can I liquidate an SAS without a notary? Generally, yes. An SAS allows the dissolution and liquidation to be formalized by a private document registered with the Chamber of Commerce, without a public deed in most cases.
Can a sole shareholder close the SAS independently? Yes. An SAS permits a sole shareholder, who can adopt the decision to dissolve and liquidate without requiring other shareholders.
What is simplified private liquidation? It is a more expedited route available when the SAS has no external liabilities: because there are no creditors to pay, the process focuses on approving the final account and cancelling the registrations.
How long does it take to liquidate an SAS? It is usually faster than liquidating other types of companies because it can be formalized privately, especially when there are no liabilities. Debts or litigation extend the timeline.
Do I have to cancel the RUT and the foreign investment? Yes. The closure requires cancelling the RUT before the DIAN and, if foreign investment was registered, cancelling that registration with the Banco de la República.
NavviPal manages the liquidation of SAS companies and other corporate entities in Colombia and throughout Latin America, from start to finish and for a fixed fee. See the liquidation service in Colombia or consult the general liquidation guide.
Figures last verified: July 2026.
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This article is for informational purposes only and does not constitute legal or tax advice.
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