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What type of society is best for my business?

I am starting a business here in colombia with my brother and we are currently researching what type best suits our situation. We are starting a hotel and a restaurant and will be the sole owners of the hotel and have one partner in the restaurant. The two options look like Sociedad limitada and sociedad colectiva. The idea is to start a general "investment" company which will be the owner of the hotel and restaurant. We want it to be flexible for any other roads might take us down, i.e. language school, bien raiz. Any advice for this type of business would be greatly appreciated.

Salud

By Beachbros on Dec 22, 2008, 09:59 in Visa & paperwork.

twmcm says on Dec 22, 2008, 13:00:

Do an anonymous society to own the assets.

It needs five shareholders - said shareholders need not be real people and shareholders can also be foreign companies (that you also own or made up in a dream). In theory, and in practise, you can have a society with five shareholders all being the same beneficial person.

Hire a Colombian as legal rep, it makes things easier, and you're off to the races . . .

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twmcm says on Dec 22, 2008, 13:04:

Separately . . . and to provide advance warning for lawyers known to be trolling this site . . . the paperwork for an SA should cost no more than 500k pesos (unless you have complicated share classes or other meaningful complicating issues) plus fixed-percentage notary fees that will be based on the initial capital.

Get the lawyer to commit up front to his total fee. If he won't commit, he is either incompetent or a crook (or both).

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pedro (☼Travelguide writer) says on Dec 22, 2008, 13:31:

twmcm, why have a sociedad anonima and not just a regular limited company? Where's the benefit?

Have you guys both got your visas sorted, or do you have visa applications to make in future that could involve the company itself as an investment?

Do you have a competent accountant yet, and what is his/her advice? It may be worth interviewing several and collecting recommendations to get some good names. Remember Colombia = relationships in all things. Spend the time upfront to get a great accountant, don't just accept any clown off the street.

In general, I prefer using accountants over lawyers in Colombia. That's probably just my own prejudice and personal experience.

"this may seem a strange post but it is not...when in colombia men need to be aware that colombia women may try to be seductive and entice a travelling gringo to have sex with them..to be forewarned is to be forearmed..." -- pow wow

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twmcm says on Dec 22, 2008, 14:18:

I created & used my own SA for the investor's visa.

You really don't have to buy anything except your own shares . . . and get in line to collect the visa.

I am very happy with my accountant & lawyer - it took months for me to find a competent/honest lawyer. It also took a while to find an accountant.

A limitada has an upper limit of direct shareholders (25) - which is not in line with my plans.

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Beachbros (☼Travelguide writer) says on Dec 22, 2008, 16:16:

I already have an investment visa. I think anonymous is usually the best, for taxes and liabilities and such, but i just have two share holders, ill look into what you are talking about. And yes still looking for that lawyer/accountant that can be my best friend.

Do I have to do the restaurant and hotel completely separate if someone is only going to take part in being a partner in one of the two?

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mecca says on Dec 22, 2008, 20:31:

Get a group of attys.. if you are really serious about business anywhere...and keep them on retainer.

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viajero123 (☼Travelguide writer) says on Dec 26, 2008, 20:30:

Have a corporation owned by you and your brother to own the hotel, and have this corporation be a partner in another corporation with your other partner to own the restaurant.

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Papi de Alejo says on Dec 26, 2008, 21:17:

And the corporation that owns the restaurant should be leasing space from the corporation that you and your brother own.

Live simply... Love generously... Care deeply... Speak kindly...

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