Colombia's beneficial ownership registry (RUB): what a company must report

A foreign group that opens a subsidiary in Colombia usually plans for incorporation, tax registration and a bank account. The registry of beneficial owners is often missed, because it is not a corporate filing and does not appear in the tax return. The DIAN, however, expects the Colombian entity to say which individuals stand behind it.

At Soulbit Academy we explain the regulatory duties of companies operating in Colombia and how they connect to financial operations. This guide covers the Colombian beneficial ownership registry: who must report, who counts as a beneficial owner, what data is submitted, when it is updated and what the penalty regime says. Verification of the company by a financial platform is a separate topic, covered in what KYB is.

What the Colombia beneficial ownership registry (RUB) is and where it comes from

The Registro Único de Beneficiarios Finales (RUB) is a DIAN registry where obligated entities report the individuals who ultimately own or control them. It was created by article 631-6 of the Tax Code, as amended by Law 2155 of 2021, and forms an integral part of the Registro Único Tributario (RUT).

The definition of beneficial owner sits in article 631-5 of the Tax Code. The DIAN regulated the registry through Resolution 000164 of 2021, now compiled in Title 4 of Resolution 000227 of 2025, the single resolution on tax, customs and foreign exchange matters. That compilation carries later changes, including Resolutions 1240 of 2022 and 108 of 2023.

Filing is made in the DIAN's electronic system. Before filing, the entity must update its RUT to add the responsibility "Informante Beneficiarios Finales", as set by article 1.4.1.9 of the resolution.

Is the RUB the same as the shareholder register?

No. A shareholder register lists the formal holders of shares, which can be other companies. The RUB requires following the chain up to the individuals and reporting each one with identification data, percentage and the date from which they hold that status.

Who must file in the Colombian RUB, including foreign-owned subsidiaries

Colombian companies and entities, with or without profit purpose, including listed ones, must file, together with permanent establishments and certain structures without legal personality such as trusts. This follows article 1.4.1.4 of Resolution 000227 of 2025. The duty covers identifying, obtaining, keeping, submitting and updating the information.

The article lists four groups. The first is national companies and entities under article 12-1 of the Tax Code. The second is permanent establishments. The third is structures without legal personality created or administered in Colombia, governed by Colombian law or with a Colombian trustee. The fourth is foreign legal entities whose investment in Colombia is not made through entities already obligated.

That fourth group was amended by Resolution 37 of 2022 and matters for foreign parents. On the wording of item 4, a foreign company that invests in Colombia only through an obligated Colombian subsidiary would not file on its own account, because the subsidiary already reports. This is a reading of the text, not a DIAN ruling: confirm it with your adviser.

Exempt under article 1.4.1.5 are public entities and companies with 100% public participation, accredited embassies and international organizations and, since Resolution 4 of 2026, community action bodies that do not contract with third parties. Mixed-economy companies are not exempt.

Does a dormant Colombian company still have to file?

Yes, while it exists and is registered in the RUT. The resolution makes no distinction by size or activity. The duty ends when the RUT is cancelled on liquidation, at which point the DIAN removes the beneficial owners automatically.

Who counts as a beneficial owner: the 5% test and control

A beneficial owner of a legal entity is the individual who holds 5% or more of the capital or votes, benefits from 5% or more of profits or assets, or exercises control by another means. This is set by article 1.4.1.6 of Resolution 000227 of 2025, which develops article 631-5 of the Tax Code.

The RUB's 5% threshold is set by Resolution 000227 of 2025 and is independent of the thresholds a financial platform applies in its KYB checks, as the KYB guide explains. What a platform asks for does not set what the company must report to the DIAN: the resolution does.

Situation	Who is the beneficial owner	Basis in the resolution
Ownership	Individual with 5% or more of capital or voting rights, directly or indirectly	Article 1.4.1.6, item 1
Economic benefit	Individual who benefits from 5% or more of assets, returns or profits	Article 1.4.1.6, item 1
Control	Individual exercising direct or indirect control by a means other than shareholding	Article 1.4.1.6, item 2
No one identified	The legal representative, unless another individual holds greater management authority	Article 1.4.1.6, item 3
Trust or similar structure	Settlor, trustee, trust committee, beneficiaries and anyone with effective control	Article 1.4.1.7

Consider a hypothetical case with assumptions of this article, not data from any real company. A foreign holding, Parent Inc., owns 100% of a Colombian S.A.S. Three individuals own Parent Inc.: A with 40%, B with 35%, C with 22%, and D with 3%. Multiplying through the chain, A, B and C reach 40%, 35% and 22% indirectly, so all three are reported.

D holds 3% and falls below the threshold. D would be reported only if D also exercised control by another means, for example through a shareholders' agreement. Only if no individual qualifies by ownership, benefit or control would the Colombian S.A.S. report its legal representative, unless another person has greater management authority. Multiplying percentages is a common way to measure indirect holdings; the resolution does not spell out a formula, so confirm it when the chain is complex.

What data the company must report for each beneficial owner

For each beneficial owner the company reports twelve data points, under article 1.4.1.8 of the resolution: identification, residence, the criterion that makes the person a beneficial owner, ownership percentage, profit percentage and the dates from and until which the status applies.

In the order of the article: document type, identification number and issuing country, tax identification number or functional equivalent and country, full name, date and country of birth, nationality, location with residence country, state, city, address, postal code and email, criteria, share of capital, share of profits, start date and end date.

Two rules help a foreign group. Percentages are reported for each owner individually, not added across people acting jointly. And if a person holds a Colombian ID, tax number, nationality or residence, those are given priority over those of other countries.

Foreign groups often hold this information in another jurisdiction and in another language. Gathering passports, tax numbers and ownership percentages takes time. The documents are largely the same ones a financial platform asks for in a KYB document checklist, so one well-built file can serve both purposes.

RUB deadlines: initial filing and quarterly updates

The initial filing is due within two months of RUT registration or of becoming obligated, and updates are reviewed every quarter. The deadlines come from article 1.4.1.10 and article 1.4.1.11 of Resolution 000227 of 2025.

Entities created or obligated by 31 May 2023 had to make the initial filing by 31 July 2023, and that deadline has passed. Newer entities follow the two-month rule from RUT registration, registration in the system for structures without legal personality, or the moment they become obligated.

Updates work on four annual cut-off dates. The company checks whether, on 1 January, 1 April, 1 July and 1 October, anything differs from what was reported. If so, it updates within the following month. If not, it files nothing.

Moment	What the company must do	Deadline under the resolution
Entity created or obligated up to 31 May 2023	Initial filing	By 31 July 2023 (expired)
Entity created or obligated from 1 June 2023	Initial filing	Within two months of RUT registration or of becoming obligated
Quarterly cut-off: 1 January, April, July and October	Check for changes against the RUB	If changed, update within the month following the cut-off
No change at the cut-off	No update filing	No procedure
Liquidation and RUT cancellation	Cancel the RUT under Decree 1625 of 2016	The DIAN removes beneficial owners automatically

After the 1 October 2026 cut-off, if a share transfer or a change of parent happened between 1 July and 1 October, the update falls within the month after that cut-off. Confirm the exact date in the DIAN system.

A group that reorganizes often, for instance by moving the Colombian subsidiary under a new holding, should put the four cut-off dates in the legal calendar rather than rely on memory.

Penalties for not filing, filing wrongly or not updating

Article 631-6 of the Tax Code provides that whoever does not submit beneficial owner information, submits it wrongly or incompletely, or does not update it will be sanctioned under article 658-3. The cross-reference is textual; how it is graded in each case is for the DIAN.

Article 658-3 is titled as penalties for failing to register in the RUT and includes two relevant fines. For not updating information within the month after the event, 1 UVT for each day of delay, or 2 UVT when the data concerns the address or economic activity. For false, incomplete or wrong data, a fine of 100 UVT.

With the 2026 UVT of 52,374 pesos, set by DIAN Resolution 000238 of 2025, that is 52,374 pesos per day of delay and 5,237,400 pesos for wrong data. The peso conversions are this article's own. The rule does not say expressly how each item applies to the RUB, so treat these figures as an order of magnitude, not an assessment.

Who is responsible inside the company?

The duty belongs to the legal entity. In practice the legal representative or a designee files, with support from the accountant or statutory auditor. Name one owner and a calendar of the four cut-offs, so that a change in the parent chain does not depend on anyone remembering it.

What Soulbit does in this process and what it does not do yet

Soulbit does not file the RUB for the company and does not replace that obligation. The DIAN report belongs to the obligated company, prepared by its accountant, statutory auditor or legal team. Soulbit is a custodial platform with institutional custody, and it does not generate tax filings or connect to the DIAN system on a client's behalf.

What it does is collect beneficial owner information in its KYB process, the requirement to open and operate the company's account. That information is used to verify the counterparty and for the platform's AML/KYT compliance. For a foreign group, having the ownership chain documented is a useful starting point, but it is not the same as having filed the RUB.

With the V1, a company can hold balances in USDC and USDT, receive and pay in USD, EUR and GBP, disburse payments through the Colombian local banking rail, run recurring or batch payroll, and collect with payment links and collection QR codes. It also has traceability of operations and human support. None of this replaces the RUB filing, and Soulbit does not integrate with accounting systems or ERPs through an API.

The RUB is one of several transparency duties of a Colombian entity. Others are exogenous information reporting, SAGRILAFT for obligated companies and the business transparency and ethics program. Each has its own rule and authority.

The V1 does not include tax advice, completing the RUB or updating beneficial owners with the DIAN. When the structure changes, updating the RUB and updating the information given to the platform are two separate steps, with different recipients.