The Suppression of International Investment Registration Deadlines in Colombia: Analysis of Decree 1044 of 2026

Introduction: A Procedural Shift in Exchange Regulation

The landscape of foreign investment in Colombia has undergone a procedural modification with the issuance of Decree 1044 of August 5, 2026. Published in edition No. 53.580 of the Official Gazette on August 6, 2026, this regulatory instrument introduces amendments to the international investment regime. Its entry into force, scheduled for the day following its publication, which is August 7, 2026, marks the beginning of a phase of procedural deadline suppression aimed at reducing administrative barriers for foreign capital.

The reform focuses on simplifying registration procedures before the Banco de la República, suppressing the peremptory deadlines that historically generated a compliance burden and a risk of penalties for investors. At the same time, the decree eliminates the deadlines for registering changes in holders, destination, or the recipient company of the investment, as well as cancellations. However, this formal suppression of deadlines must not be confused with tax deregulation: the National Tax and Customs Directorate (DIAN) retains its control and audit powers completely intact.

Historical Context: The Rigidity of Decree 1068 of 2015

To understand the scope of Decree 1044 of 2026, it is essential to analyze the pre-existing regulatory framework. Decree 1068 of 2015, the Single Regulatory Decree of the Finance and Public Credit Sector, consolidated a regime characterized by strictness in temporal terms. Under this scheme, any modification of registration or cancellation of an international investment had to be reported to the Banco de la República within strictly defined deadlines.

Failure to meet these deadlines, even for purely administrative or involuntary reasons, constituted an exchange control violation. The Superintendencia de Sociedades, in the exercise of its control functions over the international investment regime, was forced to initiate administrative sanctioning processes that culminated in fines proportional to the amount of the transaction. This punitive environment not only discouraged the timely update of the investment registry but also generated high litigation that congested the state's administrative channels and affected the business climate for international investors.

The Fundamental Changes of Decree 1044 of 2026

1. Suppression of Deadlines for Changes and Cancellations

The most relevant change introduced by the new rule is the substantial suppression of the deadline to register changes in holders, destination, or the recipient company of the investment, as well as cancellations of international investments before the Banco de la República. As of the entry into force of the decree on August 7, 2026, this registration may be carried out without being subject to a peremptory term.

This measure reduces an important regulatory and sanctioning risk factor that affected foreign investors. Previously, the dynamics of international business, which often involve complex mergers, acquisitions, and restructurings, clashed with the peremptory terms of the Colombian exchange regime. By eliminating strict reporting terms, the National Government seeks to align local regulations with trade and investment facilitation standards, although investors must review the regulatory text to confirm if specific reporting obligations remain under certain conditions.

2. Elimination of Corporate Registration Deadlines

It is essential to specify the scope of the reform: Decree 1044 of 2026 eliminates the deadlines for registering changes that occur in the recipient company of the investment, as well as changes in holders or its destination. This is not a general transfer of the procedural burden or an absolute and independent authorization for recipient companies to act without formal representation, but rather an elimination of the temporal terms applicable to these modifications.

By suppressing these deadlines, the Government recognizes that internal corporate changes, such as business reorganizations, statutory reforms, or variations in shareholding composition, require a period of maturation and legal formalization that often exceeded the rigorous temporal limits of the previous exchange regime.

3. Delimitation of the General Regime and Special Regime

It is important to specify that this suppression of procedural deadlines applies exclusively to the General Regime of international investments, primarily benefiting foreign direct investment (FDI). Investors belonging to the Special Regime (such as companies in the hydrocarbons, mining, and energy services sectors) have an excepted and restrictive exchange treatment, and therefore must continue to strictly observe their specific regulations and special deadlines before the Banco de la República.

Law 9 of 1991 as the Reference Framework

The issuance of Decree 1044 of 2026 is grounded in the guiding principles of Law 9 of 1991. This framework law establishes that exchange regulation must be oriented toward promoting the internationalization of the Colombian economy and stimulating foreign capital investment in the country.

The suppression of deadlines introduced by the new decree directly responds to these legal mandates. By reducing transaction costs and simplifying formal compliance, the Government seeks to create a more competitive environment for global capital flows, recognizing that the procedural rigidity of the past acted as a disincentive for the formalization of investments.

The Principle of Favorability and the Reduction of Litigation

Decree 1044 of 2026 expressly incorporates the principle of favorability with respect to ongoing administrative exchange control sanction proceedings. Paragraph 2 of article 2.17.2.5.1.1 provides that, as of the entry into force of the Decree, such proceedings must take into account the modifications introduced by the new regulation for the relevant purposes.

This provision is particularly relevant given that the Decree eliminates the six (6) month deadline previously applicable to the registration of changes in the holders, the destination or the recipient company of the investment, as well as to cancellations. In its recitals, the National Government states that the purpose of the amendment is to remove non-compliance with that deadline as an infringing conduct and to allow substitutions and cancellations of international investments to be registered at any time, provided the investment was effectively made and complies with the applicable legal provisions.

Consequently, ongoing administrative exchange control sanction proceedings must be analyzed taking into account the regulatory amendment and the favorability mandate expressly contained in the Decree. The specific effects of this provision must be determined according to the particular circumstances of each proceeding and the application made by the competent authority.

Limits of Suppression: DIAN's Fiscal Control

It is imperative for investors and their advisors to understand that the suppression of exchange deadlines does not equate to tax deregulation or a tax amnesty. The issuance of Decree 1044 of 2026 does not alter, exempt, or diminish the strict compliance with tax obligations by foreign investors.

The National Tax and Customs Directorate (DIAN) fully retains its audit powers. The entity is authorized to request from the investor or their attorneys-in-fact all supporting documents backing the registration of international investments, as well as their sale or disposal transactions.

Therefore, the elimination of the exchange deadline before the Banco de la República does not exempt the taxpayer from:

• Declaring and paying the corresponding taxes on capital gains obtained from the disposal of the investment.
• Filing the withholding tax return for the disposal of assets, when applicable.
• Keeping at the disposal of the DIAN the accounting records, share or social quota purchase agreements, and exchange channelization supports that prove the economic reality of the transaction.

Additionally, for those entities qualified as Large Taxpayers (Grandes Contribuyentes) under Resolution 000041 of 2014 of the DIAN, tax reporting and control requirements remain highly strict, and exchange control modifications do not alter their tax compliance schedules. Inconsistencies between the exchange registration and the fiscal reality reported in tax returns are subject to audit by the DIAN, which may lead to corresponding tax penalties for inaccuracy or evasion, which are not affected by the exchange control principle of favorability.

Comparative Table of Instruments and Regimes

To avoid common confusion in legal practice, the following table delimits the scope of the applicable regulatory instruments:

Open Questions and Operational Challenges

Despite the clarity of the regulatory text, the practical implementation of Decree 1044 of 2026 raises questions that must be resolved in the coming months:

• How will the Banco de la República operationally coordinate the reception of registrations under the new scheme starting from the entry into force of the rule? Technological platforms of the issuer (such as the Exchange Information System) are expected to adapt to process registrations without generating automatic late-filing alerts.
• What specific criteria will the Superintendencia de Sociedades adopt for the ex officio or party-requested application of the principle of favorability in ongoing files? The definition of these internal protocols will be key to avoiding unnecessary delays in archiving current processes.

Conclusion

Decree 1044 of 2026 represents a significant step toward the modernization of the Colombian exchange regime. By suppressing formal barriers and recognizing the operational reality of recipient companies, the National Government sends a clear signal of openness to foreign capital. However, the success of this reform will depend on the caution with which investors manage their tax obligations, understanding that exchange freedom demands, more than ever, rigorous tax discipline.