A family protocol puts in writing how the business is governed: who leads, how relatives join and leave, how dividends are shared, what happens if someone wants to sell and what to do when the founder is gone. On its own it is a governance agreement; for it to bind the company and each shareholder it must be carried into the bylaws and a shareholder agreement, and coordinated with the holding company, the trust, the will and the tax effect. Ligal designs it end to end, with lawyers, accountants and ex-DIAN experience.
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A family protocol is the document in which the members of a family that owns a business agree on how it is governed: who leads and how the leader is chosen and replaced, when and under what conditions relatives join to work or to become shareholders, how dividends are shared and those who work in the business are paid, what happens if someone wants to sell shares, how conflicts are resolved and what happens when the founder is gone. As far as we could verify, it is not a figure with its own regime in Colombian law: its effectiveness depends on the legal instruments that back it. When the business is an SAS, Law 1258 of 2008 offers tools: the bylaws freely determine the organizational structure (art. 17); they can prohibit trading the shares for up to ten years, extendable by unanimity (art. 13), subject every transfer to prior approval by the shareholders' meeting (art. 14), provide grounds for excluding shareholders (art. 39) and submit disputes to arbitration or friendly settlement (art. 40). A share transaction that violates those restrictions is ineffective by operation of law (art. 15), and those clauses can only be included or amended with the vote of 100% of the subscribed shares (art. 41).
Shareholder agreements are the second instrument. In an SAS they may cover the purchase or sale of shares, the right of first refusal to acquire them, restrictions on transferring them, the exercise of the vote, the person who will represent the shares at the meeting and any other lawful matter, and the company must abide by them once they are deposited at the offices where the administration operates, provided their term does not exceed ten years, extendable by the unanimous will of the signatories for periods of up to ten years; the chair of the meeting does not count a vote cast in breach of a duly deposited agreement (Law 1258, art. 24 and paragraph 1). In other companies, Law 222 of 1995 (art. 70) allows two or more shareholders who are not managers to enter into agreements to vote in the same or a specified direction, with effect toward the company if they are in writing and delivered to the legal representative for deposit. In addition, SAS shareholders must vote in the interest of the company and an abusive vote creates liability (Law 1258, art. 43). The protocol can remain a family governance document and carry into the bylaws and the shareholder agreement the rules that must bind the company and each shareholder. It connects with the holding company and the trust, which concentrate ownership, and with the will, which must respect the forced heirship shares (legítimas) of the Civil Code. Reorganizing ownership has tax effects: contributing assets to a Colombian company may not be a sale if the conditions of article 319 of the Tax Code are met and the parties expressly choose to follow it, because otherwise it is treated as a sale (art. 319-1); and gifts and inheritances are occasional gains (art. 302), taxed at 15% for residents (art. 314). See family holding and trust, estate planning, companies in Colombia and lifetime gifts to children.
Keys to a family protocol
Ligal designs the protocol with the family and translates it into the instruments that make it enforceable, coordinating holding, trust, will and tax effect, without promising results.
01
We review the corporate structure, the shareholders and their percentages, the positions, the dividend policy, the current bylaws, prior agreements and succession risks: who controls today, what happens if the founder is gone and where the points of conflict lie.
02
We draft the protocol and carry its rules into the bylaws and a shareholder agreement: entry and exit of relatives, restrictions and first refusal on the sale of shares, exclusion, majorities, conflict resolution and deposit so that it binds the company.
03
We assess whether a holding company or a trust is advisable and how to contribute the assets. Jeysson Pulido and LIGAL Auditores rebuild the tax basis and project the effect of contributions, dividends and gifts before a single asset is moved.
04
We coordinate the protocol with the will and the legítimas, define the conflict-resolution mechanism and, if the dispute already exists, assess the available routes and their tax effect.
A family protocol combines corporate law, succession and taxation. At Ligal the same team handles it, from design to execution.
Director · Ex-DIAN tax lawyer
Leads the legal and tax design end to end: protocol, bylaws, shareholder agreement, asset structure and risk review before the tax authority.
Accountant · Tax basis and accounting support
Rebuilds the tax basis of the assets, checks the books and projects the tax effects of dividends, contributions, sales and gifts.
Certified public accountants
Accounting review, valuations and certifications that support the structure and leave it ready for future DIAN reviews.
A protocol that is not carried into the bylaws or a deposited shareholder agreement does not bind the company or anyone who did not sign it. Restrictions on the sale of shares, approval by the meeting and voting agreements each have their own path in the law (Law 1258, arts. 13, 14 and 24).
Contributing assets to a company without expressly stating the will to follow article 319 can be treated as a sale subject to income tax (art. 319-1), and gifts and inheritances are occasional gains (arts. 302 and 314). Measure before signing.
With the founder absent, each branch of the family reads silence in its own favor. Agreeing in advance who leads, how shares are sold and how conflicts are resolved, and coordinating the will with the legítimas, avoids the dispute at the worst moment.
With the business in hand, the first step is to know what type of company it is, who the shareholders are and what the bylaws and current agreements say. With that map the points of conflict are identified, the protocol is agreed with the family, and it is decided which rules must go into the bylaws and a shareholder agreement and whether a holding company, a trust or a coordinated will is advisable. Ligal organizes the full route, from the protocol to the tax effect. Juan Santiago Rodríguez Prieto, an ex-DIAN tax lawyer, leads the strategy together with accountant Jeysson Pulido and LIGAL Auditores (certified public accountants). The team, with lawyers, accountants and direct experience inside DIAN, handles real cases of audits, enforced collection and tax litigation.
Keep in mind: each family and each company is different. Ligal evaluates the situation and defines the route without promising results.
Director
Juan Santiago Rodríguez Prieto
Tax lawyer · Ex-DIAN
The sooner the rules are agreed, the less they are argued in the middle of a conflict. We assess your case within one business day. Use the form or open Diagnosis.
01
TodayWe review the bylaws, the shareholding, prior agreements, the family tree and a summary of the assets of the business and the family.
02
1 business dayWe pinpoint who controls today, where the points of conflict lie, what happens if the founder is gone and which instruments already exist.
03
ImmediateWe define the protocol, the rules that go into the bylaws and the shareholder agreement, the asset structure and the order of the steps.
Frequently asked questions
It is the document in which the members of a family that owns a business agree on how it is governed: who leads and how the leader is replaced, when and under what conditions relatives join to work or to become shareholders, how dividends are shared and those who work in the business are paid, what happens if someone wants to sell shares, how conflicts are resolved and what to do when the founder is gone. Its purpose is to avoid fights when the children join or the founder is gone, by leaving the rules agreed in advance.
As far as we could verify, it is not a figure with its own regime in Colombian law, so its legal value depends on how it is put into effect. As an agreement among those who sign it, it can have effects between them depending on its wording; but for it to bind the company and each shareholder its rules must be carried into the bylaws and a deposited shareholder agreement. In an SAS, Law 1258 of 2008 provides specific tools (arts. 13, 14, 15, 24, 39, 40 and 41). A protocol without those instruments tends to work as a moral and good-faith commitment, useful but fragile in a conflict.
The protocol is the family's governance framework; it may include rules that are not corporate, such as the policy on relatives joining the business. The bylaws are the company's contract, registered in the Commercial Registry, and in an SAS they freely determine the organizational structure and may contain restrictions on trading shares, exclusion and arbitration (Law 1258, arts. 5, 13, 14, 17, 39 and 40). The shareholder agreement is a pact among shareholders on sale of shares, first refusal, voting and any lawful matter, which the company must abide by if it is deposited (art. 24). The usual approach is to draft the three in a coordinated way.
By carrying its rules into two instruments. First, the bylaws: the restrictions of articles 13, 14, 39 and 40 of Law 1258 can only be included or amended with the vote of 100% of the subscribed shares (art. 41), and any share transaction made in breach of the bylaw restrictions is ineffective by operation of law (art. 15). Second, a shareholder agreement deposited at the offices of the administration: the company must abide by it, its term cannot exceed ten years (extendable by unanimity for periods of up to ten years) and the chair of the meeting does not count a vote cast in breach (art. 24 and paragraph 1).
In an SAS, the bylaws can prohibit trading the shares for up to ten years counted from issuance (extendable by unanimity for periods of up to ten years) and can subject every transaction to prior approval by the shareholders' meeting (Law 1258, arts. 13 and 14); a shareholder agreement can regulate first refusal to acquire them and restrictions on transferring them (art. 24). These are temporary restrictions and must be agreed with the vote of 100% of the subscribed shares (art. 41). Which combination is suitable depends on the family and should be designed with valuation and exit mechanisms.
Yes, the protocol is a governance agreement and can be made for any type of company. What changes are the legal instruments to back it, because Law 1258 of 2008 governs the SAS. For other companies, Law 222 of 1995 (art. 70) allows two or more shareholders who are not managers to enter into agreements to vote in the same or a specified direction, with effect toward the company if they are in writing and delivered to the legal representative for deposit. Where advisable, converting the company or creating a holding company with more flexible bylaws is evaluated.
The protocol sets the rules; the holding company and the trust are vehicles to concentrate ownership and instructions; the will decides the transfer on death. A family holding brings the family's shares under a single corporate governance, and a commercial trust transfers assets to a separate estate with defined instructions and beneficiaries. The will must respect the legítimas set by the Civil Code, so it should be coordinated with the protocol and the bylaws so that they do not contradict each other. None of these vehicles protects against debts that already exist.
It depends on the instrument. The contribution of assets in cash or in kind to a Colombian company is not a sale and creates no taxable income for the company or the contributor if the conditions of article 319 of the Tax Code are met, including that the parties expressly declare in the document that they are subject to that rule; if they do not, the contribution is considered a sale subject to income tax (art. 319-1). Gifts, inheritances and free acts between living persons are occasional gains (art. 302), taxed at 15% for resident individuals (art. 314). Dividends received by relatives as resident individuals are governed by article 242. Everything is measured before signing.
In an SAS, the bylaws can submit to arbitration or friendly settlement the differences among shareholders, or with the company or its managers, arising from the corporate contract, if so agreed (Law 1258, art. 40). That clause can only be included or amended with the vote of 100% of the subscribed shares (art. 41). In addition, shareholders must vote in the interest of the company and an abusive vote creates liability (art. 43). The protocol often sets out a ladder: dialogue, an independent mediator and, if there is no agreement, the bylaw mechanism.
As early as possible, and with the founder present. It is easier to agree general rules when there is not yet a concrete conflict or an inheritance in dispute. The different branches of the family should take part, and the effect of marital property and prenuptial agreements on the holdings should be reviewed. The rules that must bind the company also require the corporate steps described above.
No. The protocol organizes the governance of the business and the family; it does not replace estate planning or protect against debts that already exist. Transfers made to harm creditors can be challenged in court. That is why the protocol is designed within a broader asset strategy, with the appropriate risk review.
Ligal is a firm specialized in tax law and estate planning. Led by Juan Santiago Rodríguez Prieto, an ex-DIAN tax lawyer, together with accountant Jeysson Pulido and LIGAL Auditores (certified public accountants), we combine legal design with tax calculation and organize the protocol end to end: the family conversation, the bylaws, the shareholder agreement, the asset structure and the tax effect. Our work is backed by 5.0 / 5 on Google with 36 reviews: https://share.google/VVzMvULrOj8Mj52Au. The team handles real cases of audits, enforced collection and tax litigation. No result is guaranteed.
Free. Attach the bylaws, the shareholding and a summary of the family situation. We evaluate the points of conflict and the route.