How to Increase the Authorized, Subscribed and Paid-in Capital of a Colombian Company

Last updated: June 2026

Increasing the capital of a Colombian company may be necessary when the business needs additional funding, plans to admit a new investor, wants to strengthen its financial position or must document an investment for a corporate, banking or immigration procedure.

However, Colombian companies limited by shares do not have only one capital figure.

Their corporate structure generally distinguishes between:

Authorized capital
Subscribed capital
Paid-in capital

These amounts are related, but they do not represent the same thing. Increasing one figure does not necessarily increase the other two.

For example, increasing the authorized capital only expands the company’s legal capacity to issue shares. It does not prove that an investor acquired shares or transferred money to the company.

This guide explains how to increase the authorized, subscribed and paid-in capital of a Colombian company, with particular emphasis on the Colombian Simplified Stock Corporation, known as a Sociedad por Acciones Simplificada or SAS.

Which Colombian Companies Use Authorized, Subscribed and Paid-in Capital?

The authorized, subscribed and paid-in capital structure generally applies to Colombian companies whose capital is divided into shares, including:

Simplified Stock Corporations — SAS
Stock Corporations — Sociedad Anónima or SA
Partnerships Limited by Shares — Sociedad en Comandita por Acciones

This terminology does not operate in exactly the same manner for every type of Colombian legal entity.

For example, a limited liability company, known as a Sociedad de Responsabilidad Limitada, has a capital structure divided into ownership quotas rather than shares.

Because the SAS is the most common corporate vehicle for entrepreneurs and foreign investors in Colombia, this article focuses primarily on that structure.

Understanding the Three Types of Capital

Before approving a capital increase, the shareholders must understand what each capital figure represents.

Authorized capital

Authorized capital is the maximum nominal amount of shares that the company is legally permitted to issue under its bylaws.

It functions as a statutory ceiling.

The authorized capital is calculated using:

Number of authorized shares × nominal value per share

If the company has:

100,000 authorized shares
A nominal value of COP 1,000 per share

its authorized capital is:

COP 100,000,000

The company is not required to issue all authorized shares immediately.

The difference between the authorized shares and the subscribed shares generally constitutes the shares available in reserve for future issuance.

Increasing the authorized capital normally requires a formal amendment to the company’s bylaws.

Subscribed capital

Subscribed capital is the portion of the authorized capital that shareholders have agreed to acquire and pay.

It is calculated using:

Number of subscribed shares × nominal value per share

If shareholders have subscribed 50,000 shares with a nominal value of COP 1,000 each, the subscribed capital is:

COP 50,000,000

The shareholder’s obligation arises from the subscription of the shares, even when the entire amount has not yet been paid.

Subscribed capital can never exceed authorized capital.

Paid-in capital

Paid-in capital is the portion of the subscribed capital that has actually been contributed to the company.

Payment may occur through mechanisms such as:

Cash contributions
Bank transfers
Contributions in kind
Capitalization of qualifying receivables
Capitalization of profits or dividends
Other legally valid contribution mechanisms

If the shareholders subscribed COP 50,000,000 and paid the full amount, the company would report:

Subscribed capital: COP 50,000,000
Paid-in capital: COP 50,000,000

If they paid only COP 30,000,000, the figures would be:

Subscribed capital: COP 50,000,000
Paid-in capital: COP 30,000,000
Outstanding subscribed capital: COP 20,000,000

For an SAS, the payment deadline established for subscribed shares cannot exceed two years.

Comparison of the Three Capital Figures

Capital type	What it represents	Does it mean money was received?	Main procedure
Authorized capital	Maximum amount of shares the company can issue	No	Statutory amendment
Subscribed capital	Shares shareholders committed to acquire	Not necessarily	Share issuance and subscription
Paid-in capital	Amount effectively contributed	Yes, or another valid contribution	Payment and corporate certification

When Does a Company Need to Increase Its Authorized Capital?

The company must generally increase its authorized capital when it does not have enough unissued shares available to complete the proposed transaction.

For example, assume a company has:

Authorized capital: COP 100,000,000
Subscribed capital: COP 100,000,000
Paid-in capital: COP 100,000,000

Because the authorized and subscribed capital are equal, the company has no shares in reserve.

If it wants to issue an additional COP 80,000,000 in shares, it must first increase its authorized capital.

By contrast, assume the company has:

Authorized capital: COP 200,000,000
Subscribed capital: COP 100,000,000
Paid-in capital: COP 100,000,000

In this case, it has COP 100,000,000 in shares available for future subscription, assuming the nominal value and share structure remain unchanged.

The company may be able to increase its subscribed capital without first amending the authorized capital.

Does Increasing Authorized Capital Increase the Company’s Assets?

No.

Increasing authorized capital does not by itself:

Transfer money to the company
Create a completed investment
Increase cash in the company’s bank account
Prove that shares were acquired
Increase paid-in capital
Register a foreign investment
Satisfy an investor visa requirement

It only increases the maximum amount of share capital that may legally be issued.

A complete capitalization may require several separate corporate and financial steps.

Step 1: Review the Company’s Current Records

Before preparing the capital increase, the company should review:

Current Chamber of Commerce certificate
Bylaws
Authorized, subscribed and paid-in capital
Number of authorized shares
Number of subscribed shares
Number of paid shares
Nominal value per share
Classes and series of shares
Shareholders’ ledger
Existing shareholder percentages
Subscription and payment deadlines
Shareholders’ agreements
Restrictions on issuing or transferring shares
Rights of first refusal or preference
Previous capital increase documents

The figures shown in the bylaws, Chamber of Commerce records, accounting records and shareholders’ ledger should be consistent.

Any discrepancy should be corrected before completing a new capitalization.

Step 2: Determine the Final Capital Structure

The company should establish the intended final figures before preparing the corporate documents.

For example:

Current structure

Authorized capital: COP 100,000,000
Authorized shares: 100,000
Subscribed capital: COP 50,000,000
Subscribed shares: 50,000
Paid-in capital: COP 50,000,000
Paid shares: 50,000
Nominal value: COP 1,000 per share

Intended final structure

Authorized capital: COP 200,000,000
Authorized shares: 200,000
Subscribed capital: COP 180,000,000
Subscribed shares: 180,000
Paid-in capital: COP 180,000,000
Paid shares: 180,000
Nominal value: COP 1,000 per share

In this example, the company must address both:

The increase of the authorized capital from COP 100 million to COP 200 million.
The subscription and payment of an additional 130,000 shares, equivalent to COP 130 million.

The documentation must identify who acquires those shares and how the contribution is paid.

Step 3: Approve the Increase of Authorized Capital

Because authorized capital is stated in the bylaws, changing it generally constitutes a statutory amendment.

The shareholders’ assembly or sole shareholder must approve the modification.

The decision should clearly state:

Current authorized capital
New authorized capital
Current number of authorized shares
New number of authorized shares
Nominal value per share
Classes of shares, when applicable
Exact amendment to the relevant bylaw
Voting result
Effective date of the amendment

For an SAS, the applicable approval majority should first be verified in the bylaws.

In the absence of a special statutory rule, the legal default generally allows statutory amendments to be approved by shareholders representing at least one-half plus one of the shares present at the meeting.

A company with a sole shareholder must record the decision in a duly prepared written minute.

Step 4: Prepare the Shareholders’ Meeting Minutes

The minutes should comply with Colombian corporate law and the company’s bylaws.

They should ordinarily include:

Company name
NIT
Type of meeting
Date and place of the meeting
Method and date of notice
List of attendees
Number of shares represented
Verification of quorum
Agenda
Proposal for the capital increase
Explanation of the transaction
Final capital figures
Number and nominal value of shares
Approval of the statutory amendment
Approval of any related share issuance
Voting results
Authorization to complete the filing
Signatures of the chair and secretary
Approval of the minutes

The minutes must be internally consistent.

A common filing problem occurs when the total capital does not equal the number of shares multiplied by their nominal value.

Step 5: Register the Authorized Capital Increase

The statutory amendment must be filed with the Chamber of Commerce corresponding to the company’s principal domicile.

Depending on the transaction, the filing may include:

Certified copy of the minutes
Private statutory amendment document
Public deed, when legally required
Filing forms
Evidence of payment of registration fees
Evidence of payment of the applicable registration tax
Powers of attorney, when filed through a representative

Registration fees and taxes depend on the jurisdiction, the type of document and the value of the transaction.

The company should obtain an updated Chamber of Commerce certificate after registration and verify that the authorized capital appears correctly.

Step 6: Approve the Issuance and Placement of Shares

Increasing authorized capital does not automatically increase subscribed capital.

To increase subscribed capital, the company must issue and place shares.

The appropriate corporate body must approve the issuance under:

The bylaws
Applicable shareholders’ agreements
Existing share classes
Rights of preference
Restrictions on share ownership
Applicable corporate law

Depending on the structure, the company may need a formal share issuance and placement regulation, known in Spanish as a reglamento de emisión y colocación de acciones.

The issuance documents may address:

Number of shares offered
Class of shares
Nominal value
Subscription price
Payment method
Payment deadline
Persons entitled to subscribe
Exercise of preemptive rights
Waiver of preemptive rights
Offer period
Acceptance procedure
Consequences of non-payment

Share Subscription Price vs. Nominal Value

The nominal value of a share is the value assigned to it in the company’s capital structure.

The subscription price is the amount the investor pays to acquire the share.

These amounts do not always have to be identical.

For example, a share may have:

Nominal value: COP 1,000
Subscription price: COP 1,500

The difference of COP 500 may be recorded as a share premium, known as a prima en colocación de acciones.

Only the nominal value increases subscribed capital.

The premium is generally recorded separately within the company’s equity.

Companies should therefore avoid increasing the nominal value merely to reflect the commercial or market value of the business without analyzing the corporate, accounting and tax consequences.

Step 7: Respect Existing Shareholder Rights

Issuing new shares may dilute the ownership percentages of existing shareholders.

Before approving the issuance, the company must review:

Statutory preemptive rights
Rights of first refusal
Special share classes
Voting rights
Anti-dilution provisions
Minimum or maximum ownership percentages
Shareholders’ agreements
Restrictions applicable to new investors

Example:

A company has two shareholders:

Shareholder A: 70%
Shareholder B: 30%

If new shares are issued only to Shareholder A, Shareholder B’s percentage may decrease.

The issuance must therefore comply with the rights established in the bylaws and any valid shareholders’ agreement.

A capital increase should not be used improperly to dilute, exclude or prejudice a minority shareholder.

Step 8: Execute the Share Subscription

The investor must formally accept and subscribe for the shares.

Depending on the transaction, the documentation may include:

Share subscription agreement
Acceptance of the share offer
Share issuance regulation
Shareholders’ decision
Proof of payment
Investment agreement
Contribution agreement
Capitalization agreement
Waiver of preemptive rights
Representations regarding the source of funds

The subscription documents should identify:

Subscriber
Number of shares acquired
Class of shares
Nominal value
Subscription price
Total contribution
Amount paid immediately
Outstanding balance
Payment deadline
Payment method

Step 9: Pay the Subscribed Shares

Paid-in capital increases only when the company actually receives the contribution or when another legally valid capitalization is completed.

Common payment methods include:

Cash contribution

The shareholder transfers or deposits money into the company.

The company should retain:

Bank records
Transfer confirmations
Payment receipts
Accounting entries
Source-of-funds documents

Capitalization of a shareholder loan

A valid debt owed by the company to a shareholder may, under an appropriate corporate procedure, be converted into equity.

The company should verify:

Existence of the debt
Accounting recognition
Loan agreement
Applicable foreign exchange registration
Accrued interest
Corporate approval
Tax consequences

A loan should not be converted into capital only through an accounting entry without the required corporate authorization.

Capitalization of profits or dividends

Retained earnings, approved dividends or other qualifying equity accounts may be capitalized through the appropriate shareholder decision.

The supporting financial statements and accounting treatment must be consistent with the transaction.

Contribution in kind

The investor may contribute an asset rather than money, such as:

Equipment
Vehicles
Intellectual property rights
Shares in another company
Real estate
Other legally transferable assets

The asset must be properly identified, valued and transferred to the company.

When the contribution includes real estate or another asset whose transfer requires a public deed or special registration, the capitalization must comply with those additional formalities.

Step 10: Register the Increase in Subscribed and Paid-in Capital

Changes to subscribed and paid-in capital must be registered before the Chamber of Commerce of the company’s principal domicile.

Depending on the cause of the increase, the supporting document may be:

Certificate issued by the statutory auditor
Certificate issued by the company’s public accountant
Shareholders’ meeting minutes
Public deed
Other applicable corporate document

The certificate should generally identify:

Company name and NIT
Nominal value per share
Total number of subscribed shares
Total subscribed capital
Total number of paid shares
Total paid-in capital
Cause of the increase
Relevant subscription or payment date
Deadline of the share offering, when applicable

As a general registration rule, the increase in subscribed capital should be reported within the period calculated from the expiration of the share subscription offer, and the paid-in amount should be reported within the applicable period following the payment deadline or completion of the offering.

The company should coordinate the filing promptly with its lawyer and accountant rather than waiting until the information is needed for a bank, investor or visa application.

Step 11: Update the Shareholders’ Ledger

The company must update its shareholders’ ledger to reflect:

Name of each shareholder
Identification information
Number of shares
Class of shares
Acquisition date
Subscription details
Payment status
Ownership percentage
Transfers or encumbrances, when applicable

The shareholders’ ledger is fundamental evidence of share ownership.

Registration of the company’s capital before the Chamber of Commerce does not replace the need to keep the internal shareholders’ ledger updated.

The company should also issue or update share certificates when appropriate.

Step 12: Update the Accounting Records

The company’s accounting should distinguish between:

Authorized capital
Subscribed capital
Subscribed capital pending payment
Paid-in capital
Share premium
Shareholder loans
Contributions in kind
Capitalized profits
Other equity accounts

Corporate documents, accounting records and Chamber of Commerce information must tell the same financial and legal story.

An accountant should not record a contribution as paid-in capital before the underlying corporate and financial transaction has occurred.

Capital Increase by a Foreign Shareholder

When a shareholder is a non-resident for Colombian foreign exchange purposes, the corporate capital increase may also constitute foreign direct investment.

The corporate procedure and the foreign exchange registration are separate but interconnected.

The company may need to coordinate:

Shareholder approval.
Share issuance and subscription.
International transfer of funds.
Correct foreign exchange declaration.
Foreign investment registration.
Accounting recognition.
Chamber of Commerce filing.
Update of the shareholders’ ledger.
Obtaining the foreign investment extract.

If the money enters Colombia through an authorized foreign exchange intermediary and is correctly declared as foreign investment, registration may occur automatically based on the exchange transaction.

If the investment originates from a qualifying transaction that does not require currency channeling, a direct registration may be required through the Banco de la República’s Foreign Exchange Information System.

A corporate capital increase registered with the Chamber of Commerce does not, by itself, register the foreign investment.

Capital Increases and Colombian Investor Visas

A capital increase may be relevant for certain Colombian investor or business-owner visa applications.

However, increasing the company’s authorized capital alone is insufficient.

The visa authority may examine:

Subscribed capital
Paid-in capital
Identity of the foreign shareholder
Ownership percentage
Shareholders’ ledger
Company certificate
Accounting certificate
Bank transfer
Foreign exchange declaration
Foreign investment extract
Source of funds
Continuity of the investment
Company’s actual economic activity

The applicable minimum investment threshold should be verified at the time of filing because it may be calculated using Colombia’s current legal minimum monthly wage.

A capital increase should reflect a real transaction. Corporate documents created without an actual contribution may expose the company and its administrators to legal, accounting, immigration and tax risks.

Complete Capital Increase Example

Assume a Colombian SAS currently reports:

Authorized capital: COP 100,000,000
Subscribed capital: COP 50,000,000
Paid-in capital: COP 50,000,000
Nominal value: COP 1,000 per share

The sole shareholder wants the final structure to be:

Authorized capital: COP 200,000,000
Subscribed capital: COP 180,000,000
Paid-in capital: COP 180,000,000

The procedure may involve:

1. Statutory amendment

Increase authorized capital from COP 100 million to COP 200 million.

The number of authorized shares increases from 100,000 to 200,000 while maintaining the COP 1,000 nominal value.

2. Share issuance

Issue and subscribe an additional 130,000 shares.

3. Payment

The shareholder contributes COP 130 million to the company.

4. Corporate records

Update the shareholders’ ledger and supporting subscription documents.

5. Chamber of Commerce registration

6. Accounting

Record the contribution accurately.

7. Foreign investment registration

When the shareholder is a qualifying non-resident, verify that the additional investment is correctly registered with the Banco de la República.

At the end, 20,000 shares remain available in reserve:

Authorized shares: 200,000
Subscribed shares: 180,000
Shares in reserve: 20,000

Documents Commonly Required

Depending on the transaction, the company may need:

Current Chamber of Commerce certificate
Current bylaws
Shareholders’ meeting or sole shareholder minutes
Statutory amendment
Share issuance and placement regulation
Subscription agreement
Waivers of preemptive rights
Accountant or statutory auditor certificate
Proof of payment
Bank statements
SWIFT confirmation
Foreign exchange declaration
Foreign investment extract
Contribution-in-kind valuation
Public deed
Updated shareholders’ ledger
Updated share certificates
Accounting certificate
Power of attorney

Common Capital Increase Mistakes

1. Increasing only the authorized capital

The company increases its statutory ceiling but does not issue, subscribe or pay new shares.

The updated certificate shows greater authorized capital, but no new equity investment has been completed.

2. Allowing subscribed capital to exceed authorized capital

A company cannot validly subscribe more shares than it is authorized to issue.

The authorized capital must first be increased when there are insufficient shares in reserve.

3. Confusing payment with subscription

Transferring money to a company does not automatically issue shares.

The corporate subscription procedure must also be completed.

4. Issuing shares without reviewing dilution

The company issues shares to one investor without calculating the effect on existing ownership percentages.

5. Ignoring preemptive rights

The company admits a new investor without respecting rights granted to existing shareholders.

6. Using inconsistent capital figures

The minutes show one amount, the accountant’s certificate shows another and the mathematical calculation produces a third amount.

7. Changing the nominal value unintentionally

The company increases the capital but fails to clarify whether it is increasing the number of shares, the nominal value or both.

8. Failing to update the shareholders’ ledger

The Chamber of Commerce certificate is updated, but the internal ownership records remain unchanged.

9. Registering corporate capital but not foreign investment

A foreign shareholder contributes funds and receives shares, but the foreign exchange transaction is reported incorrectly.

10. Treating a shareholder loan as capital

Money previously recorded as debt is later described as paid-in capital without completing a lawful capitalization.

11. Using a capital increase only to support a visa application

The company prepares documents showing a larger investment without matching bank, accounting and foreign exchange evidence.

12. Missing registration deadlines

The company completes the subscription and payment but delays the Chamber of Commerce filing.

Frequently Asked Questions

Must authorized, subscribed and paid-in capital always be equal?

No.

A company may have authorized capital greater than subscribed capital and subscribed capital greater than paid-in capital.

However:

Subscribed capital cannot exceed authorized capital.
Paid-in capital cannot exceed subscribed capital.

Does increasing authorized capital mean the company received money?

No. Authorized capital is only the maximum amount the company is permitted to issue.

Can subscribed and paid-in capital be increased at the same time?

Yes. When shares are subscribed and paid immediately, both figures may increase as part of the same transaction.

Does every capital increase require a statutory amendment?

Not necessarily.

Increasing authorized capital normally requires a statutory amendment.

Increasing subscribed capital within the existing authorized capital may not require an amendment to the authorized-capital clause, but the issuance, subscription and registration procedures must still be completed.

How long does a shareholder have to pay subscribed shares in an SAS?

The payment terms may be established in the bylaws, issuance documents or subscription agreement, but the payment period cannot exceed two years.

Can a foreigner increase the capital of a Colombian company?

Yes. Foreign individuals and companies may invest in a Colombian company, subject to corporate, foreign exchange, tax, compliance and beneficial ownership requirements.

Can a loan be converted into company capital?

Potentially, yes. The debt, corporate approval, accounting treatment and foreign exchange implications must be reviewed before capitalization.

Can real estate be contributed to the company?

Yes, subject to valuation, shareholder approval, public deed, property registration, taxes and other applicable requirements.

Does the Chamber of Commerce verify that the money was actually paid?

The registry examines the documents submitted for registration. The company, its administrators, accountant, statutory auditor and shareholders remain responsible for the truth and accuracy of the information.

Does a capital increase guarantee approval of an investor visa?

No. The visa authority evaluates the entire transaction and the applicant’s compliance with immigration requirements.

How 4Sol Group Can Help

At 4Sol Group, we assist Colombian companies and foreign investors with the complete legal and financial structure of corporate capital increases.

Our services may include:

Reviewing the company’s bylaws and current capital structure
Calculating the required authorized, subscribed and paid-in capital
Preparing shareholders’ meeting or sole shareholder minutes
Drafting statutory amendments
Preparing share issuance and subscription documents
Reviewing preemptive rights and shareholder dilution
Coordinating accountant and statutory auditor certifications
Filing the capital increase before the Chamber of Commerce
Updating shareholder ownership records
Coordinating international transfers
Registering foreign investment with the Banco de la República
Obtaining foreign investment extracts
Aligning the corporate transaction with an investor visa application
Reviewing the tax and accounting documentation with the company’s accountant

A properly completed capital increase requires more than filing a single meeting minute.

The company’s bylaws, share issuance, payment records, accounting, shareholders’ ledger, Chamber of Commerce registration and foreign investment records should all be consistent.

Contact 4Sol Group before transferring investment funds or approving a capital increase in a Colombian company.

Legal notice: This article provides general information and does not constitute individual legal, tax, accounting, immigration or foreign exchange advice. The requirements applicable to a capital increase depend on the company type, bylaws, shareholders, contribution method, jurisdiction and purpose of the transaction.

Contact us or request an appointment for professional advisory services.