Foreign investment registration: no deadline

The registration of substitutions and cancellations of international investments, both foreign investment in Colombia and Colombian investment abroad, no longer runs against the clock. Decree 1044 of 2026, issued by the Ministry of Finance and Public Credit on 5 August 2026, removed the six-month deadline for filing them with Banco de la República, Colombia's central bank. The decree takes effect the day after its publication in the Diario Oficial, Colombia's official gazette, and from then on these filings may be made at any time, provided the investment was in fact carried out.

The change reads as procedural. It is not. In our experience, missing that deadline was a recurring source of foreign exchange contingencies, and one of the quietest. Companies typically learned of the breach long after the fact, when the transaction had closed and the team that executed it had moved on.

What Decree 1044 of 2026 actually removed

Under the previous rule, there were six months from the change or cancellation to register four types of change affecting an investment already made: a change of holder, a change of the receiving company, a change of purpose, and the cancellation. The deadline was not limited to foreign investors. It applied to international investments in general: both foreign investment in Colombia and Colombian investment abroad. Once that window closed, the filing could still be made, but without prejudice to penalties, which could reach 200% of the amount of the proven foreign exchange infringement (Decree-Law 1746 of 1991, article 3). Filing late was, in itself, an infringement.

The decree keeps the obligation to register. What it eliminates is the time window. The declaration remains mandatory and remains the evidence that capital entered, moved within, or left the country through the channels the regime contemplates. What disappears is the calendar date after which filing becomes an infringement.

The decree refers to the procedure set by Banco de la República. On 25 August 2026, the central bank issued External Regulatory Circular DCIP-83 (Bulletin 22 of 2026), on the procedures applicable to foreign exchange transactions. It is worth reviewing alongside the decree before filing any outstanding registration.

Why this matters in practice

Because the transactions that trigger registration rarely originate in Colombia. A corporate reorganisation decided in Houston, Mexico City or Amsterdam changes the holder of a Colombian participation without anyone in Bogotá receiving an explicit instruction to go to the central bank. The same happens when a parent capitalises a receivable, merges two investment vehicles, or closes a business line.

The familiar outcome is a healthy company, current on corporate income tax, VAT and information returns, that discovers a foreign exchange contingency during due diligence or an authority visit. The contingency did not come from the transaction. It came from the date.

This is no isolated case. The decree itself cites statistics from the Superintendencia de Sociedades, the authority that sanctions foreign exchange infringements involving foreign investment: 90% of the foreign exchange infringements known to it involved registrations filed late.

What happens to penalty proceedings already under way

This is one of the most valuable effects of the new rule, and the decree addresses it directly. Its second paragraph provides that, under the principle of favourability, foreign exchange sanction proceedings still in progress must take its amendments into account. In other words, the Superintendencia de Sociedades must factor in that the six-month deadline no longer exists when deciding proceedings opened for missing it. That does not guarantee the same outcome in every case: the effect depends on each file, and the rule covers proceedings still under way, not penalties that have already become final.

For a subsidiary with an open proceeding, this opens a defined, well-bounded piece of work. The procedural status of each proceeding is worth reviewing now, and the effect of the new rule assessed, before the file advances further.

What has not changed before the tax authority

The decree is a foreign exchange measure, not a tax measure. It amends the international investment regime and does not touch the Tax Code. Obligations before the DIAN, Colombia's tax authority, remain intact.

Where a change in the ownership of a Colombian participation amounts to a disposal, it still carries the consequences of one, with its income tax return and any occasional gain. That said, not every change of holder is a taxable disposal; certain mergers or spin-offs, for instance, may not be. Nor do changes of purpose or of the receiving company always involve a disposal. Indirect transfers, where the foreign company that owns the Colombian entity is the one being sold, keep their treatment and their formal duties.

The correct reading is that the timing of the registration became flexible, not the substance of the transaction. Confusing the two fixes one risk and creates another.

What to review in a subsidiary

The moment invites a short, orderly inventory. Three questions usually suffice.

First. Which transactions changed the holder, the purpose or the receiving company of the investment, and which of them went unregistered? The look-back period should match the applicable limitation period. That period depends on the competent authority and on the penalty rule governing each case.

Second. Is there any open sanction proceeding whose sole basis is the deadline that has now been removed?

Third. Does the central bank registry agree with the financial statements and the commercial registry? All three should tell the same story. When they do not, the difference is almost always a change that was never reported.

One barrier fewer, not one control fewer

Colombia has been steadily trimming formal requirements whose contribution to effective oversight was debatable, and this decree belongs to that line of work. Supervision over foreign capital is not weakened. Banco de la República keeps the same registry, and the foreign exchange and tax control authorities retain their powers. What disappears is a calendar trap that turned mere administrative delay into an infringement.

For foreign companies operating in Colombia, the conclusion is calm and practical. Outstanding items can now be registered without the filing date itself being an infringement, provided the transaction meets the other requirements of the foreign exchange regime. Investments made in foreign currency, for example, had to be channelled through the foreign exchange market; if they were not channelled when they should have been, registering at any time does not cure that. Investments that do not require channelling, such as contributions in kind, are registered under the procedure set by Banco de la República. All of it can be documented with a composure that a running deadline never allows.