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Superintendencia Financiera de Colombia

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FAQs - Frequently asked questions

FAQs - Frequently asked questions

Questions regarding Market Structure

Securities market participants

Questions regarding the Issuance Process

In accordance with Article 5.2.1.1.2 of Decree No. 2555 of 2010 (Legal nature of the entities issuing securities), the following may be issuers of securities:

  1. The stock corporations; 
  2. Limited liability companies; 
  3. Cooperative entities; 
  4. Non-profit entities; 
  5. The Nation and public entities decentralized by services and territorially; 
  6. Foreign governments and foreign public entities; 
  7. Multilateral credit organizations; 
  8. Foreign entities; 
  9. Branches of foreign companies; 
  10. Autonomous trust funds, whether or not constituted as collective investment funds; 
  11. Collective investment funds whose legal regime authorizes them to issue securities; 
  12. The universalities referred to in Law 546 of 1999.

Consult here the guidelines for issuers of securities

Issuance and placement of securities process

Issuance and placement of securities process

  • To be able to make a public offering of the registered securities or that they can be traded in a trading system.
  • The duty to maintain the integrity and transparency of the securities market. 
  • Supervision as issuer by the SFC in degree of Control (Exclusive - Concurrent). Obligation to periodically update financial and legal information, as well as publish relevant information.

The registration does NOT imply any qualification or responsibility on the part of the SFC, about the registered legal entities or about the price, the goodness or negotiability of the security or of the respective issue, or about the solvency of the issuer.

For the purposes of securities market oversight, the legally assigned functions of the Financial Superintendence of Colombia (SFC) are divided into two levels:
  1. Surveillance (Comprehensive Supervision): Permanent surveillance involves oversight of both the organizational structure of a legal entity—such as its formation and operation—and the development of the activities it has been authorized to perform. According to Article 11.2.1.6.1 of Decree 2555 of 2010, the SFC is responsible for inspection and surveillance of the entities and activities listed in paragraph three, numeral one, of Article 75 of Law 964 of 2005.
     
  2. Control: The control exercised by the SFC is a different level of supervision from inspection and surveillance. It does not involve authority over the formation, operation, or development of the corporate purpose of the entity. Instead, it focuses more on protecting investors participating in the securities market through information disclosure. This control applies to securities issuers, defined as “…entities that have securities registered in the National Registry of Securities and Issuers (RNVE).” (See Article 11.2.1.6.2 of Decree 2555 of 2010.)

Within this control framework, it is important to distinguish between:

  1. Exclusive Control: Exclusive control applies to securities issuers whose corporate purpose is not considered of public interest. The SFC is responsible for:
- Verifying compliance with securities market regulations.
- Ensuring timely and sufficient information is provided to the market.
- Verifying (and in some cases authorizing) events or circumstances that may affect the interests of investors in registered securities.
These functions are explicitly stated in items A and B of Article 11.2.1.4.51 of Decree 2555 of 2010.
  1. Concurrent Control: Concurrent control applies to securities issuers whose services or economic activities are deemed of public interest and are therefore subject by law to inspection and surveillance by another state authority. In these cases, the SFC’s control function focuses on:
- Ensuring operations comply with securities market regulations.
- Monitoring the timeliness and sufficiency of information provided to the market.
- Imposing sanctions when necessary.
 
Additionally, Decree 2555 of 2010 allows foreign companies to register their securities in the RNVE, either for trading on the stock exchange or for public offerings.

Questions regarding Taxes

Foreign portfolio investment refers to investments made by non-residents in securities listed or traded in Colombia, in accordance with Decree 1068 of 2015.
A foreign portfolio investor is a non-resident for foreign exchange purposes investing in Colombian securities through an authorized administrator.
They are income taxpayers, but their tax is generally fully paid through monthly withholding at source applied by the administrator.
As a general rule, no. They must only file if gains from listed shares exceed the threshold in Article 36-1 of the Tax Code.
The regime is established in Article 18-1 of the Colombian Tax Code.
It corresponds to the monthly profit obtained by the investor, net of administrative expenses incurred in Colombia.
Generally 14%, with special rates such as 5% for fixed-income securities and 20% or 25% for dividends, depending on their origin.
As a general rule, the investment administrator; in the case of dividends, the issuing company.
The portfolio manager executes investments and fulfills tax and foreign exchange obligations on behalf of the investor.
Yes. Foreign portfolio investors must be registered in the RUT, through which the NIT is assigned, via their attorney-in-fact.
It is a registry where information on the ultimate beneficial owners of the investment must be reported, in accordance with Resolution 000164 of 2021.
It refers to a non-resident legal entity whose beneficial owners must be identified under Colombian transparency rules (see Resolution 000164 of 2021).
Yes. Different portfolio managers may act for different investments, subject to operational coordination.
The portfolio manager must ensure proper tax withholding and may need to update or cancel the RUT, where applicable.
Yes. They must comply with applicable foreign exchange reporting and registration requirements in Colombia.
No. The applicable tax treatment is determined by Colombian tax law, regardless of the intermediation structure.
Yes, when investments are made through collective investment funds or private equity funds and the legal requirements are met.

Questions regarding Foreign Exchange

If foreign currency is channeled through the foreign exchange market, the foreign exchange declaration serves as the registration once the information is transmitted to Banco de la República through the Foreign Exchange Information System (SEN). In cases such as reinvestments or capitalizations, among others, where there is no foreign currency channeling, the registration is deemed to be completed through the book-entry record in the local centralized securities depository (see Section 7.2.2 of Chapter 7 of External Regulatory Circular DCIP-83 of 2021 (only available in Spanish).
Changes in the ownership or composition of a foreign portfolio investment must be reported through the Statistical Report of Foreign Portfolio Capital Investments in Colombia (IPEXT), on a consolidated basis, without requiring individual transaction-by-transaction reporting.
It must be declared as foreign direct investment, not as foreign portfolio investment.
The registration of their investment, with or without the channeling of foreign currency, as applicable.

Questions regarding self-regulation

A Self-Regulatory Organization is a private entity authorized to develop and enforce rules for professional conduct in the securities market. The official SRO in Colombia is AMV – Autorregulador del Mercado de Valores de Colombia.

The definition of self-regulation comes from Law 964 of 2005, Article 24, which establishes that it consists of three functions:

1. Normative function – adopting rules to ensure proper conduct in securities intermediation.

2. Supervisory function – verifying compliance with market rules and SRO regulations. 

3. Disciplinary function – imposing sanctions for violations.

In addition to these statutory functions, AMV also performs a certification function, ensuring that professionals participating in the securities market demonstrate the technical competence, ethical standards, and specialized knowledge required for the industry.

This certification process strengthens market integrity and promotes higher professional standards among intermediaries.

Law 964 (2005) establishes that all securities intermediaries must self-regulate. This includes broker-dealers, banks, financial corporations, trust companies, pension funds, insurers, and any other entity authorized to intermediate securities.

Self-Regulated Entities: Click here for a complete list of the institutions subject to self-regulation.

Foreign investors benefit from:

1. A dual protection model (SFC + AMV),

2. Strong professional and ethical standards,

3. Rapid disciplinary responses,

4. Transparent rules and uniform enforcement,

5. Enhanced trust in the market’s integrity.

Complaints and Misconduct Reports: Click here for submitting or consulting complaints, claims, or allegations of misconduct.

Yes. The coexistence of public supervision and a private SRO mirrors models used in jurisdictions such as the U.S., Canada, and OECD countries, aligning Colombia with globally recognized standards for market integrity.

    • Modificación: 31/03/2026