The Venture Capital Law Review: Colombia


The venture capital ecosystem in Colombia has in recent years been highly praised and recognised in the Latin American investment environment. Since 2018, the Colombian ecosystem has been bolstered by the fundraising success carried out by the notable Colombian unicorn Rappi, which has since then announced three different funding rounds from key international players: Softbank, Andreessen Horowitz and Sequoia Capital. Those announcements have produced ripples in different sectors of the ecosystem. On the one hand, former Rappi employees have left the company and started their own entrepreneurial efforts, going on to form new companies and raising pre-seed and seed investment rounds. On the other hand, its unicorn status and notably high-profile investors have pinned Colombia to the Latin American VC map for other investors to set their sights on promising new opportunities in Colombia.

It is fair to say that Colombia's VC ecosystem is mostly made up of and based on its entrepreneurial projects and efforts. Although the fundraising efforts have proven to be fruitful for general partners in the past, the spotlight during the past few years has been set on the target companies and not on Colombian investors. Colombia's Private Equity and Venture Capital Fund Association (ColCapital) registers 19 VC funds active and operating (having at least one investment) in Colombia, of which only 10 are based in Colombia and, of those, only four are established as regulated funds subject to oversight by the Colombian Financial Authority.2 Of those 19 VC funds, none have been formed in the past three years and some are already in their disinvestment phase. However, there are at least 15 foreign VC firms that have invested in Colombian early-stage companies, such as Softbank, Andreessen Horowitz, Kaszek Ventures, ALLVP, NFX and Monashees.

The slow pace of the fund formation and fundraising dynamic for VC funds in Colombia has been caused, in part, by the lack of interest of institutional investors in local funds and regulatory hurdles which make the fund formation and operation process a very heavy one for VC firms. This has led the industry to focus on attracting foreign investors with high levels of dry powder and a need for investing opportunities across the region. According to the Association for Private Capital Investment in Latin America (LAVCA), during 2019 (a pre-pandemic era) VC investment in Latin America exceeded US$4.6 billion, of which Colombia absorbed US$1.09 billion as investment in companies operating mainly or headquartered in Colombia, second to Brazil in the region, but exceeding VC financing amounts in all other Latin American countries (including Mexico, Chile and Argentina).3

In addition, Colombian start-ups have resorted to funding their operations and growth through other important actors of the ecosystem, which play their roles as funding sources, but also as strategic partners in the fundraising and operational scenario. These are, generally speaking, angel investors, family offices and accelerators. According to Colcapital's 2021 Yearbook, there are at least six accelerators operating in Colombia, two family offices and two angel investors.4 However, those are only the actors that have become members of Colcapital. Most of the pre-seed and seed investments in Colombia come from family offices and angel investors. Recently, new accelerators have also stormed the Colombian VC ecosystem and effectively accelerated the VC cycle for many companies. Among those, notably Rockstart has led the charge locally with several batches of start-ups invested and presented to seed investors. On the international side, 15 Colombian start-ups were admitted to the Y Combinator programme between 2015 and 2020 and seven other start-ups have been admitted to the 2021 batch.5

Colombian start-ups were not unaffected by the covid-19 pandemic. Many of its players struggled and many failed amid lockdowns and restricted spending budgets by Colombian consumers. However, the clear winners during the pandemic were fintech and logistics and distribution start-ups, which continued to grow during (and because of) the lockdowns. Digital payment, digital loans, e-commerce and logistics and distribution start-ups catered to the Colombian population during the pandemic and managed to grow their business at even higher rates that they were experiencing before covid-19. The fintech ecosystem in Colombia has experienced a 212 per cent growth in the past five years and a 26 per cent growth during 2020. Logistics and distribution players such as Logysto, Mensajeros Urbanos and, of course, Rappi, raised financing rounds during 2020 and early 2021 to leverage their vertiginous growth during the pandemic.6

Year in review

Without a doubt, the most important event for Colombia's VC landscape during the year was the arrival of the pandemic. Colombia adopted strict lockdowns right from the beginning and sustained them for five consecutive months during 2020, only to evolve into a series of intermittent lockdowns throughout the rest of 2020. Those strict measures packed a hard punch for start-ups struggling through the Colombian ecosystem before the pandemic. Office-related start-ups, such as daily healthy food for white-collar workers and office space rental start-ups suffered the most. On the other hand, logistics and delivery start-ups thrived and catered to the needs of expanding e-commerce platforms. And to complete the picture of the evolution of the VC landscape in Colombia during this past year, fintech start-ups, especially digital payment related companies and digital loans, were clearly the other big winners in this year's competition for growth and funding. Rappi's announcement early in 2021 of its decision to open a banking division and the operation permit for Lulo Bank to open as the first Colombian digital bank are the most salient examples of the expanding fintech industry in Colombia during last year and the intersection with the e-commerce and delivery sectors.

On the legal side, Congress passed the Entrepreneurship Act on 31 December 2020, through which it effectively eliminated procedural and bureaucratic burdens for small and medium-sized enterprises and opened the door for cash accounting to be eventually implemented when the government regulates this possibility in more detail. The Act also includes expedited access to government procurement processes and an emphasis on entrepreneurial education and promotion among the young population. Perhaps one aspect to highlight among the developments introduced by the Act is the creation of sandboxes for innovative projects and companies. The model, taken from the regulatory sandboxes common to fintech environments, where heavily regulated activities face constant challenges from tech innovations, will be used in other industries to allow for innovation to be tested safely under the supervision of the relevant authorities. Although the Act is still to be regulated in detail by the Colombian government, it clearly marks the path for important breakthroughs in the formation of new companies and its success in growing and attracting investment for the Colombian ecosystem.

Legal framework for fund formation

The recent boost of Colombian start-ups has raised keen interest of both domestic and international investors in targeting Colombian start-ups that display a reasonable growth potential and the prospect of expanding their business models across Latin America.

However, Colombia lacks a specific regulatory and legal framework for the formation, operation, management and marketing of venture capital funds.

On the one hand, a minor, yet specific, set of incumbent rules is tailored for private equity funds (PEFs). Some investors adopt this legal form, though the reality is that this type of entity fails to adequately represent the economic rationale behind a venture capital fund.7 Given the stiff regulations in place in Colombia for PEFs, investors are often deterred from forming PEFs for venture capital funds, only arguably justified for actual PEs' investments in which the risk levels are somehow different.

The potential tax benefits of forming a venture capital fund as a PEF8 are blurred by the legal load of the applicable regulatory framework, mainly associated with an unreasonable range of operative and administrative burdens (including disclosure obligations).

On the contrary, investors have relied on the broad thrust of corporate rules applicable to simplified stock corporations (sociedades por acciones simplificadas) to form venture capital funds. Investors wage in favour of this type of legal entity due to its flexibility, as compared to other types of legal entities, as well as the ease in their day-to-day management. In general, simplified stock corporations are not required to obtain licences or permits and may enjoy the benefits of a lean corporate governance. More than half of existing venture capital funds in Colombia have used simplified stock corporations as the legal entity to form a venture capital fund.9 However, these types of entities work as corporations and are not subject to the surveillance of financial or securities authorities, thus allowing these to be used by seasoned investors and without much visibility for the general public on the performance or governance standards of such vehicles.

Other legal entities are available in Colombia to form a venture capital fund, though in practice, they are virtually non-existent. A trust (fiducia) is an alternative avenue that could be pursued by investors in Colombia to form a venture capital fund. Nevertheless, the applicable regulations, as well as some tax considerations, result in this type of legal entity being overlooked by investors. In Colombia, trusts could be equated to 'pass-through' entities in other jurisdictions. Therefore, investors are reluctant to structure a venture capital fund in a way that would directly impact a foreign owner. Less than 1 per cent of existing venture capital funds in Colombia have used a trust as the legal entity to form a venture capital fund.10

This lack of specific rules for venture capital funds reverberates in the absence of a legal framework that would otherwise provide investors with certainty and clarity as to the effects and impact that their investments will be subject to. As a result, critical aspects such as, for example, the tax treatment in an exit transaction or divestment, are subject to the general tax rules for long-term and short-term capital gains tax.

This legal landscape has hindered an upward trend in Colombia.11 Typically, foreign investors require promising Colombian start-ups to restructure their capital structure in such a way that the ownership of the operating entity be held by a foreign corporation through which investors channel their investments. In other words, investors are looking to 'flip' a Colombian company into a foreign holding company structure.

For the founders of Colombian start-ups, the tax consequences of a flip could potentially be very complex and must be analysed and considered carefully. Although each of the Colombian company and its shareholders do seek detailed tax advice from tax advisers prior to effecting a flip, the reality is that the associated costs, let alone the complexity of engaging foreign legal advisers, become considerably troublesome for Colombian founders.

In 2019, some venture capital fund representatives, various organisations and other interested parties outlined a draft bill aimed at providing a clear, specialised and custom-made regime for venture capital funds in Colombia. Though the initiative was plausible, and the key representatives did lobby for such a bill to be submitted through the Colombian Congress, to date there have been no developments on such a proposal.

Fund agreements

The agreements for venture capital funds in Colombia are, generally, contained in by-laws of a simplified stock corporation or shareholders' agreements. In a minority of cases, as previously indicated, due to the limited number of venture capital funds that are formed in Colombia using PEFs, these agreements may be found in limited partnership or asset management agreements or other private regulations applicable to PEFs.

Broadly, these fund agreements are focused on three aspects: corporate governance, fund management and rules on divestment, exit or liquidity events. Specifically in the case of venture capital funds formed as PEFs, additional special attention is placed on the classes of fund partners, management fees, investment policies and investment horizons.

In respect of corporate governance rules, on average discussions concern special majorities for the decision-making process; particularly decisions related to the liquidity events and the partner roles. To the extent that most venture capital funds in Colombia are formed as simplified stock corporations, partners rely on issuing different classes of stock to separate the rights, duties and economic traits of a specific partner role. Although one may question this strategy as being the most suitable to effect an adequate fund management, investors use this structure in light of the absence of a more suitable regulation in Colombia.

In the case of venture capital funds formed as simplified stock corporations, although fund agreements in Colombia typically provide for rules that govern liquidity events (or divestment scenarios), such agreements rarely cover the distribution of profits between fund managers and investors, including any carried interest to fund managers.

Regarding distributions, the agreements customarily include rules for profit distribution if and for so long as there are any profits. Generally, the rules for profit distribution are freely determined, although it is expected that at least 50 per cent of the profit is distributed to the limited partners unless otherwise decided in the relevant corporate body (most likely the shareholders' assembly). Fund managers under this structure usually do not benefit from profit distributions. When the venture capital fund manager is a holder of a separate class of stock, profit is commonly distributed in a much smaller portion.

Furthermore, in most cases, the agreement provides for a combination of a fixed management fee and a success fee for the equivalent to a general partner in a typical PEF structure. Some venture capital funds organised as a simplified stock corporation recognise a fixed management fee to the general partner or fund manager. Every so often, this fee is granted in the form of a salary. It is not uncommon to see structures whereby the success fee is bestowed either as part of the profit distribution or as a performance bonus. In any case, however, the strategy that the fund may follow is heavily contingent on tax considerations such as, for the most part, income tax withholdings.

In the case of venture capital funds formed as PEFs, fund agreements in Colombia do conventionally provide for rules that govern the distribution of profits between fund managers and investors, including any carried interest to fund managers. These rules are mostly in line with international standards, including, in respect of distributions, a minimum return, a preferred return, catch ups and carried interest. The general partner is also generally granted a combination of a fixed management fee and a success fee.

Fund management

Venture capital funds are not in and of themselves regulated entities. The levels of regulation and oversight applicable vary, contingent on the vehicle through which the fund conducts its activities, whether it be a simplified stock corporation, a PEF or a different vehicle.

Unless certain specific criteria are met – mostly related to asset or income levels or regulations exclusively imposed on certain economic sectors or industries –, venture capital funds formed as simplified stock corporations are generally not regulated entities. As a result, these funds will enjoy the freedom of having a somewhat adaptable structure not necessarily inconvenienced with a set of regulatory obligations.

For simplified stock corporations,12 fund management is simple and flexible regulatory-wise. General regulatory obligations imposed on these corporations are largely mandatory on any corporate vehicle or otherwise, and include the renewal of the trade registry on an annual basis, formal tax obligations or an annual shareholders' meeting. These corporations are rarely required to institute a board of directors.

All this to say that whenever the investors or the fund manager in simplified stock corporations are interested in setting out specific rules and limitations on the fund management, regulations are predominantly recorded in private stockholders' agreements. In fewer cases the by-laws or articles of association are used to this effect considering their publicly available nature as most of these rules are meant to be kept confidential.

PEFs, on the contrary, are fairly regulated entities in Colombia. All PEFs in Colombia are subject to continuous oversight from the Superintendence of Financial Institutions (SFC). The SFC is the entity in charge of assuring and verifying the adequate and uninterrupted compliance of PEFs with applicable financial and securities regulations,13 acting as conduct and prudential regulator. To that effect, the SFC regularly issues a variety of handbook publications, consultation papers, discussion papers and policy statements.14

The focus of Colombian fund regulation is both on the fund manager and on the PEF itself – while dealt with separately they are still interdependent. With regard to fund managers (different from general partners), Colombian-based fund managers are required to be authorised by the SFC, either as a stockbroker, trust manager (sociedades fiduciarias) or an investment manager (sociedad administradora de inversiones).

Substantive regulatory obligations on PEFs and fund managers include rules relating to internal capital adequacy requirements, minimum investments, private and public (in publicly traded stock) investment ratios, regulatory and investor reporting, among others. As authorised and regulated entities, Colombian PEF managers are subject to specific conduct of business rules and general principles of business, including the requirement to deal with the SFC in an open and cooperative manner. Additionally, fund managers are allowed to contract with professional managers (i.e., general partners) for the latter to direct the investing and disinvesting efforts of the fund and the day-to-day management of the portfolio. These general partners are commonly established as non-regulated simplified stock corporations.

Fund agreements append the applicable regulation by characteristically providing for specific rules on investment policies, distribution of profits, minimum or preferred returns, catch ups and carried interest, as well as specific rules on certain covenants and indemnification provisions. All of these rules are tailor-written for the unique needs and traits of the PEF.

If the venture capital fund is structured following legal forms different from the alternatives depicted above, regulations may be moderately flexible. In other words, simplified stock corporations and PEFs are two opposite boundaries, regulatory-wise in Colombia. While simplified stock corporations are perhaps the most flexible corporate vehicle for a venture capital fund and the least regulated, PEFs are rather the contrary. In between those boundaries, other – though uncommon – legal forms are available in Colombia and regulation is therefore contingent on such a legal form.

Raising capital by start-ups

Venture capital investment in Latin America has usually been focused on early-stage start-ups. Although big tickets are granted to late-stage start-ups, the majority of deals have mainly targeted smaller companies. In 2019, approximately 90 per cent of the investment was directed towards capital raising rounds which aimed to procure US$20 million or less for the target companies, with 68 per cent of such rounds targeting US$5 million or less.15 In 2020, deal activity focused on different company stages but maintained the same trend, which for many Latin American countries entailed a record investment of seed and early-stage funding.16

Particularly in Colombia, although the total number of deals and amount invested decreased in 2020 compared to 2019, it did prove to be a record year for total early-stage capital invested at approximately US$118 million.17

Investments in Colombia have followed, on average, the following pattern in relation to stage funding:18

StageAverage amount of last funding raisedAverage time for closing of roundInvestment per stage
Pre-seedUS$80,000–US$200,0005.5 months41 per cent
SeedUS$450,000–US$1 million4.4 months38 per cent
Serie AUS$1.7 million–US$2.4 million7.8 months15 per cent
Serie BUS$12 million–US$16 million8 months6 per cent

However, fundraising continues to be a challenge in Colombia, with bigger tickets for Serie A and Serie B usually requiring international funding.19 While the previous table is a testament to the status of start-ups in the country last year, it also evidences the challenge of raising capital. The search for international players and bigger tickets typically involves the 'flip' costs and structure mentioned in Section III.

With this in mind, new funding alternatives are gaining traction in Colombia. Crowdfunding regulations in the country were issued in 2018 and further updated in 2020, seeking an environment that allows crowdfunding to be implemented. As such, crowdlending and equity crowdfunding regulatory frameworks were approved, although the impact of these frameworks in the market is yet to be seen. Initial regulatory obstacles limiting its use, including the maximum amount allowed to be invested per investor and requirements to be met by target companies (e.g., minimum amount of yearly sales in excess of approximately US$243,000) have been modified or removed to provide greater flexibility.

The crowdfunding mechanism is still in an exploratory and growing phase, with only crowdlending available right now. This lending alternative has seen an increase in 2020 of more than 50 per cent in both the amounts raised and companies being funded compared to 2019. Equity crowdfunding, although allowed, is still pending relevant actors entering the VC ecosystem, with actors expecting 2021 to be the year with advances of crowdfunding as a viable capital raising alternative.20

On the other hand, through Decree 817/20, the Ministry of Finance authorised, during the next two years, simplified stock corporations to issue debt titles in the public market.21 The legal restriction on registering and offering securities in the public market has been one of the main limitations of simplified stock corporations. However, this new regulation is intended to allow for companies to participate in the public securities market and this may have a direct impact on the future financing of start-up companies.

In terms of funding instruments, there are no widely available investment agreements applicable specifically or exclusively to the Colombian jurisdiction. The standardised documents used are Y Combinator's Simple Agreement for future equity (SAFE) and 500 Start up's Keep it simple security (KISS) modified only in certain terms by those entering the transaction and trying to adapt, where applicable, to Colombian law. At this stage, the main terms involve commercial terms, that is, valuation, cap, and discount, with other rights left to be defined in future rounds.

For the seed and subsequent rounds, investors are more qualified, and schemes are similar to traditional VC documents. In this sense, in these rounds it has become customary to negotiate preferred stock, either through direct subscription or convertible notes, with the latter being preferred due to potential flip transactions and the related tax implications, as may be required for subsequent rounds. As such, more complex notes and subscription agreements are used in late series of shares, usually tailor-made for each case. Key terms negotiated in Colombian investments after seed rounds include: (1) appointment of members of the board of directors; (2) preferences of the shares (liquidation and liquidity); (3) anti-dilution provisions; and (4) investor vetoes regarding certain strategic decisions. The rights agreed upon are reinforced through a shareholders' agreement reflected upon (at least in the main and not confidential aspects of deals) in the by-laws of the target company.


In the Latin America market, and specifically in Colombia, exits have been largely focused on sales (whether to the same founders or to strategical acquirers) and strategic amalgamations or combinations as well as (although rare) IPOs in foreign, more liquid, markets. Sales have been a source of liquidity for founders and early employees when targets are sold to strategic acquirers. In 2019, 15 per cent of founders cashed out via a sale to a third-party strategic investor. Regarding combinations, in 2019, 23 per cent of start-ups with more than US$500,000 in funding acquired or invested in other companies, making this another alternative and avenue for potential exits.22 This trend was further reflected in 2020 in Colombia, with one of the major M&A headlines being the deal by means of which iFood acquired a 51 per cent stake in

IPOs in the Colombian stock exchange are not common and companies that consider listing usually prefer more liquid foreign markets. As such, IPOs and, in general, the trading of securities through public markets have become rare in Colombia. Lack of liquidity has entailed that companies do not seek new investors in public markets, which involves supervision of the SFC, and heavy compliance and disclosure burdens.

Alternatives to the public listing procedures such as SPACs are not currently available under Colombian law. However, the first quarter of 2021 has seen Procaps Group, a leading integrated international healthcare and pharmaceutical company, be the first Colombian and Latin American company to enter into private investment in a public equity (PIPE) deal with Union Acquisition Corp II (Nasdaq: LATN, LATNU, LATNW) (LATN), a publicly traded special purpose acquisition company trading in Nasdaq. This could pave the way for this alternative to be more frequently used by Colombian entities in future exist strategies.


Colombia's position in the VC landscape of the Latin American region has been privileged. Its main strength is in its highly qualified and cost-efficient work force. Not only Colombian start-ups but also international companies have decided to form and maintain engineering teams in Colombia working remotely. In addition, there are the incentives programmes that were initiated by the Colombian government a decade ago and its continuing interest in further developing the local ecosystem into a regional hub for innovation and technology-based services. Those factors will certainly lead to the creation of a virtuous circle in the company formation, funding and exit cycle. Serial entrepreneurs will continue to shine in Colombia and their projects will gradually take the spotlight in the region, competing with Mexico and Brazil for funding and expansion.

The weak links of the Colombian VC ecosystem are the formalisation of investment vehicles and exit alternatives. The heavy disclosure burdens and regulatory requirements have prevented fund formation from blossoming in Colombia as a viable option for small and medium-sized funds investing in early-stage companies. At the same time, an open market mainly focused on government debt and with great aversion to fluctuating stocks has led to the reluctance of start-ups, founders and early-stage investors to use local listings and IPOs as common exit strategies.

As a result, the Colombian ecosystem will most probably use its strength to attract further investment into the ecosystem and press for regulatory changes that would allow for the fund formation and public markets to develop accordingly and cater to VC needs and trends. The Colombian government will look to further support and promote entrepreneurship in high-impact industries (such as technology-based services, medical services and entertainment) to stimulate job creation and counter the effects of covid-19. The Colombian government has already put in place various initiatives to finance small and medium-sized enterprises affected by the pandemic and a series of stimulus for job creation for young population. This will lead to results in the near future and, consequently, to new projects and ideas being formed and funded in Colombia.

As the VC ecosystem grows and attracts foreign investment into Colombia, successful entrepreneurs and local investors will start to formalise their investment arrangements and pool bigger funds to finance local entrepreneurial efforts. As most of the locally formed VC funds are already in the disinvesting stage, more family offices and corporate venture investing arms will start to form their own vehicles to pool investments and even attract public investment from the reduced amount of investors on the local scene. This will certainly press for changes in regulation (and the costs attached to the compliance of such regulation) in the not-so-distant future. For the time being, the outlook for the Colombian VC landscape continues to be bright and full of investment opportunities for local and international players looking for highly qualified management and operating teams.


1 Jeison Larrota and Cristhian Fresen are partners and Luis Miguel Centanaro is an associate at R A D.

2 Asociación Colombiana de Fondos de Capital Privado (2021, January). Anuario de la Industria de Capital Privado y Capital Emprendedor en Colombia 2021.

3 Polymath Ventures (2021, May). Intro to Colombia's VC Landscape.

4 Asociación Colombiana de Fondos de Capital Privado (2021, January). Anuario de la Industria de Capital Privado y Capital Emprendedor en Colombia 2021.

5 Y Combinator. (n.d.). Y Combinator. The YC Startup Directory. Retrieved 6 July 2021, from

6 Polymath Ventures (2021, May). Intro to Colombia's VC Landscape.

7 Decree 2555/10, supplemented by Decree 1291/20 and Decree 1393/20.

8 Among others, income tax exemptions (exempted entities and application of special income tax withholdings on proceeds) pursuant to Section 18-1, Section 23-1 and Section 368-1 of the Colombian Tax Code.

9 Asociación Colombiana de Fondos de Capital Privado (2021, January). Anuario de la Industria de Capital Privado y Capital Emprendedor en Colombia 2021.

10 Asociación Colombiana de Fondos de Capital Privado (2021, January). Anuario de la Industria de Capital Privado y Capital Emprendedor en Colombia 2021.

11 Invest in Colombia. Sectores – Venture Capital (Capital de Riesgo). Retrieved 7 July 2021, from

12 General rules applicable to simplified stock corporations are generally set forth in Law 1258/08, supplemented by related rules included in the Colombian Code of Commerce.

13 Decree 2555/10, amended by Decree 1984/18 and supplemented by Decree 1291/20 and Decree 1393/20.

15 Association for Private Capital Investment in Latin America (LAVCA) (2019). Inaugural Survey of Latin American Startups. LAVCA.

16 Association for Private Capital Investment in Latin America (LAVCA) (2021). LAVCA's 2021 Review of Tech Investment in Latin America. LAVCA.

17 idem.



20 Cifuentes, V. (11 March 2021). Exclusivo | Nace alianza que financiará startups que facturen desde $20 millones al año. Forbes Colombia.

21 Amaya, J. S. A. (8 June 2020). Sociedades S.A.S. podrán emitir deuda a través de la Bolsa de Valores por dos años. Diario La República.

22 Association for Private Capital Investment in Latin America (LAVCA) (2019). Inaugural Survey of Latin American Startups. LAVCA.

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