You are Juliana Pardo Serrano, a commercial lawyer in Bogotá. Four founders are about to set up NexoLogístico, a dispatch platform for small and mid-sized businesses, and they want to sign the bylaws on Friday 13 February 2026. Before then you must recommend which type of company to form and how many rules to write in from day one.
The situation
NexoLogístico connects independent truckers with businesses that need dispatches in Bogotá, Medellín and Cali. It has a prototype already used by 15 pilot companies. Ana Martínez, an engineer, built the platform; Carlos Gómez brings ten years of business-to-business sales; Diana Rojas will run the team and operations; Eduardo Díaz, an accountant, the finances. Each has put in COP 12.5 million: 50 million in all, and there is no more money. It has to pay for incorporation and, every year, for complying with the chosen form.
There are two usual forms. The sociedad anónima (S.A.) requires at least five shareholders, a three-member board, a statutory auditor at all times and a yearly shareholders' meeting. The simplified joint-stock company (SAS) can have a single shareholder, needs no board, needs an auditor only above certain thresholds, and leaves almost everything to what the bylaws say. In both, liability is limited to what each partner put in, and income tax is the same, 35%. Forming an S.A. would cost about COP 3 million and an SAS about 800,000 pesos; complying each year, about COP 15 million for the S.A. and about 6 for the SAS.
The four do not see the future the same way. Martínez would consider a good purchase offer; Gómez wants to grow without selling, with venture capital; Díaz wants to sell, but at the best multiple; Rojas has no position and worries about the team. At 25% each, nobody can prevail alone. If they choose the S.A. they need a fifth shareholder, and Gómez has one: a former boss willing to come in with a small stake. A venture fund has said it will come back once there is traction. And the bylaws can carry more or fewer rules: the basics at no cost, a moderate setup for about COP 2 million more, or a comprehensive one for about 5.