Colombia has expanded its foreign investment screening regime. New notification requirements under investment legislation came into force in early 2025. International companies that channel capital into Colombian entities – particularly in sectors the government designates as strategically sensitive – now face mandatory pre-registration and disclosure obligations before completing a transaction. Failure to comply can result in the suspension of the investment and administrative penalties. International businesses active in the Colombian market need to assess their exposure immediately.
Colombia's updated investment screening rules require foreign investors to notify the Superintendencia de Sociedades (Colombian Superintendency of Companies) and. In certain sectors, the Banco de la República (Colombia's central bank) prior to closing any qualifying transaction. The notification obligation applies to investments above defined value thresholds in sectors including energy, telecommunications, financial services, and infrastructure. Investors must file a completed disclosure package – including ownership structure, financing sources, and an investment fund or vehicle description where applicable – before the regulatory review period begins.
This alert explains what has changed, which companies are affected, and the specific steps international investors should take before the compliance deadline.
What changed and when it took effect
Colombia's investment legislation was amended to introduce a structured pre-closing notification process. The changes became operative in January 2025 and apply to transactions signed or restructured on or after that date.
Previously, Colombia operated a largely post-closing registration system. Foreign investors were required to register capital inflows with the central bank after a transaction closed. The new rules add a mandatory pre-closing layer. Investors in qualifying sectors must submit a notification file. including a description of the transaction, the prospectus or equivalent offering document where one exists. Additionally. The full ownership chain of the foreign acquirer. to the relevant authority before regulatory clearance can be granted.
For transactions involving securities offering or capital markets instruments. such as acquisitions of listed equity, IPO participations. Alternatively. Listing requirements triggered by a change of control. the Superintendencia Financiera de Colombia (Colombian Financial Superintendency) also has a role. Disclosure obligations apply at multiple levels when the target company is subject to capital markets regulation.
The review period after notification varies by sector. In standard cases it runs four to six weeks. In sectors the government has flagged as critical – energy infrastructure, digital telecommunications, and financial services above defined thresholds – the review period may extend to twelve weeks and can involve inter-ministerial consultation.
Who is affected: thresholds and business categories
The notification obligation is triggered by a combination of sector classification and investment value. Not all foreign investment in Colombia requires pre-closing notification. The regime targets transactions that meet both criteria simultaneously.
Sector criteria: The following categories are expressly covered under the updated investment legislation:
- Energy generation, transmission, and distribution assets
- Telecommunications and digital infrastructure
- Financial services, including investment fund management and banking
- Strategic transport infrastructure (ports, airports, rail)
- Defence and dual-use technology supply chains
Value thresholds: Transactions in the listed sectors require notification when the foreign investment – direct or indirect – exceeds the threshold established in the implementing regulation. The threshold is denominated in Colombian pesos and is periodically adjusted by ministerial decree. Investors should verify the current threshold at the time of transaction structuring, as it is subject to annual revision.
Indirect acquisitions are expressly captured. A foreign holding company acquiring a Colombian operating entity through an intermediate vehicle must notify even if the Colombian entity is not the direct counterparty. Lawyers advising on Colombia matters have flagged this provision as one of the most significant practical changes. Because many cross-border structures route investment through regional holding companies that had not previously triggered any Colombian regulatory filing.
Investment funds with Colombian portfolio companies should also assess whether portfolio-level restructurings – including secondary buyouts, GP-led transactions, or recapitalisations above threshold – now require pre-closing notification. The investment legislation treats economic exposure, not just formal ownership transfer, as the relevant trigger.
For a detailed analysis of the capital markets implications for transactions involving listed Colombian entities, see our service page on capital markets advisory in Colombia.
To receive an expert assessment of how the new screening rules apply to your Colombian investment, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The compliance deadline for transactions already in progress at the time the rules came into force was 31 March 2025. For new transactions, the notification must be filed before any binding commitment is entered into. The following actions are required immediately.
1. Audit existing Colombian investments. Review all active positions in Colombian entities. Determine whether any held asset falls within a covered sector. Assess whether any planned restructuring, recapitalisation, or secondary sale will cross the value threshold. This audit should cover both direct holdings and indirect exposure through regional structures.
2. Map the notification file requirements. The notification package requires the investor's corporate structure chart, identification of ultimate beneficial owners. A description of the financing sources, and. where the transaction involves a securities offering or capital markets instrument. the relevant prospectus or equivalent disclosure document. Missing documents are the most common cause of notification rejection and restart of the review clock.
3. Engage with the Superintendency early. Pre-notification consultations with the Superintendencia de Sociedades are permitted and, in practice, advisable for complex structures. Practitioners experienced in Colombia matters note that regulators are more receptive to novel transaction structures when the investor has engaged proactively before the formal filing.
4. Verify banking and finance channel compliance. Capital inflows must still be registered with the central bank under existing foreign exchange rules. The new screening layer does not replace this obligation – it adds to it. Investors should confirm with their financial institution that the registration channel remains open pending screening clearance. Our team advises on the intersection of these obligations through our banking and finance practice in Colombia.
5. Monitor sector-specific guidance. Several ministries have indicated that sector-specific implementing regulations are forthcoming. Energy, telecommunications, and financial services are each expected to receive tailored guidance on what constitutes a covered transaction in that sector. Companies with existing Colombian operations should track these developments and adjust their internal compliance calendars accordingly. For comparison, investors operating across both Colombia and the United States may find it useful to review the parallel alert on investment screening in the United States.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our Americas practice, led by International Counsel Marco Reyes, provides dedicated support to international investors managing capital markets transactions, investment fund structures, and cross-border regulatory compliance in Colombia and across Latin America. As a law firm in Colombia matters, we advise clients on securities offering processes, disclosure obligations, and IPO-related listing requirements within the Colombian regulatory environment. Our team combines Portuguese civil law expertise with English common law tradition to deliver practical, results-oriented counsel to institutional investors, private equity sponsors, and in-house legal teams operating across multiple legal systems. To discuss how the new Colombian investment screening requirements affect your specific transaction, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.