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Why are S.A.S. ideal companies for entrepreneurship in times of pandemic?

The Covid-19 pandemic has undoubtedly transformed the planet, and has had a negative impact on the world economy, as it has suddenly changed the course of finance and business.
However, many people have adapted to these changes by reinventing their businesses and companies, while others have thought about innovation and entrepreneurship.
This article is quite important for those entrepreneurs who seek to innovate with little capital, because the S.A.S. is an ideal company to create a company, due to its simplification in the incorporation procedures and its corporate structure.
Thus, this paper briefly but clearly discusses what an S.A.S. is, how it is constituted and regulated, and what its advantages are.
What are S.A.S.’s?
It is a capital company of a commercial nature, created by Law 1258 of 2008, which may be incorporated by one or more individuals or legal entities, domestic or foreign.
It is characterized by being flexible, favoring contractual freedom and the preeminence of free will. However, this does not mean that there are no limits, there are limits and they must be respected, hence the importance of seeking the advice of a good lawyer at the time of incorporation.
How is it constituted?
It is constituted through a private document which must be authenticated before a notary, prior to its registration in the Commercial Registry of the Chamber of Commerce, in order for it to exist and be enforceable against third parties.
At this point it is very important to specify that when the assets contributed to the corporation include assets whose transfer requires a public deed, the incorporation of the corporation must also be made in the same manner and registered in the corresponding registries.
How is it regulated?
It is regulated in accordance with Law 1258 of 2008, what is not provided for therein shall be governed by:
1. The provisions contained in the bylaws.
2. If the bylaws do not regulate a particular item, it shall be governed by the legal rules stipulated for the corporation, S.A.
3. In the absence thereof, insofar as they are not contradictory, by the general provisions governing companies provided for in the Commercial Code.
4. Likewise, simplified joint stock companies shall be subject to the inspection, surveillance or control of the Superintendence of Corporations, according to the pertinent legal norms.
Advantages of S.A.S.
1. It can be established by one or several individuals or legal entities that want to start a business, without investing a lot of capital.
2. The incorporation can be done through an authenticated private document, thus eliminating the notary fees involved in the public deed.
3. It grants the shareholders greater flexibility when creating the bylaws, since they do not have to define elements such as the purpose or duration of the corporation.
4. You have up to two years to make the payment of the capital contribution, without having to make an initial payment.
5. Shareholders shall only be liable up to the amount of their respective contributions.
6. The Colombian legislator conferred total freedom to contemplate various classes and series of shares, even different from those already in the mercantile system. Provided that the agreed actions are not contrary to public order and good customs. In conclusion, it will be possible to agree on different shares, such as non-voting shares, hence, it may happen that the owner of a majority number of shares has minority votes or vice versa.
Written by: Alejandra Cardona Mercado

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