Practice areas

Corporate law, mergers and acquisitions

We assist in the structuring, implementation, and optimization of corporate vehicles and high-profile local and transnational commercial transactions, combining academic excellence, contractual experience, and regulatory advocacy capabilities. We promote the profitability and legal security of your investment from incorporation to divestment.

Corporate management and corporate governance

We advise on compliance with commercial regulations applicable to different corporate vehicles, from incorporation, design, and implementation of corporate agreements, adoption of compliance, business ethics, and sustainability policies, to the execution of reorganization and bankruptcy proceedings.

Mergers and acquisitions

We lead and accompany the structuring, negotiation, and execution of:

• Acquisitions, mergers, spin-offs, and transformations
• Legal, financial, and tax due diligence
• Acquisition documentation, with a focus on risk distribution and tax efficiency

Domestic and international contracts

We design contracts that protect interests, prevent conflicts, and facilitate corporate, foreign exchange, and tax compliance, including:

• Distribution, agency, and franchise agreements
• Joint ventures, EPC, BOT, and project financing
• Leases and technology licenses

Foreign investment and currency transactions

We accompany the entire investment cycle, ensuring compliance with the Colombian foreign exchange regime:

• Registration and capital movements with the Colombian Central Bank
• Structuring of foreign debt, derivatives, imports, exports, and operations in free trade zones
• Repatriation of dividends and design of capital exit strategies

Practice areas

Banking and insurance

Corporate financing and banking structuring

We offer rigorous regulatory compliance and innovative financial structuring based on our solid academic training and global transactional experience. We act as a strategic partner in corporate finance, project financing, mergers and acquisitions with a financial component, and complex stock market transactions.

Negotiation and documentation of credit transactions

We document and negotiate:

• Syndicated loans, bilateral loans, and revolving credit lines
• Private debt issuances, commercial paper, and international placements (Reg S/144A)
• Movable and mortgage guarantees, trust agreements, and other guarantees, tailored to the client's internal strategy and policies

Regulatory authorizations and compliance

We assist with:

• The opening of representative offices of foreign financial institutions, structuring business models in accordance with the Organic Law of the Financial System and the Basic Legal Circular of the Financial Superintendency
• Obtaining operating authorizations, statutory amendments, and registrations with the Financial Superintendency of Colombia (SFC)
• Foreign exchange and external debt procedures with the Central Bank

Securities market and securities issues

We advise on the design, structuring, and execution of securities market transactions, including:

• Share and bond issuance programs, as well as takeover bids (OPA)
• Registration of securities on the Colombian Stock Exchange
• Implementation of share buyback programs and collective financing mechanisms

Financial risks and compliance with anti-money laundering regulations

We integrate international practices and best risk management standards, ensuring:

• Compliance with money laundering prevention and terrorist financing policies (SARLAFT)
• Support in SFC and DIAN (National Directorate of Taxes and Customs) inspections and requirements

Insurance and reinsurance

We assist in the structuring and documentation of:

• Compliance, management, and civil liability policies, general insurance contracts, and life insurance contracts
• Reinsurance operations
• Authorization processes for insurance companies and insurance brokers, as well as the adaptation of their operations to the Colombian regulatory framework

Comprehensive support in financial transactions

We combine legal, technical, and financial analysis to:

• Protect the client's interests in all phases of the business, from structuring to closing and post-transaction compliance
• Optimize the tax and regulatory efficiency of their projects in Colombia and in international transactions.
• Ensure the legal effectiveness of each transaction

Payment gateways and electronic payment methods

We assist financial institutions, fintech companies, and merchants in:

• The legal and regulatory structuring of payment gateways and acquisition models.
• Obtaining licenses and registrations with the Financial Superintendency
• Drafting payment processing contracts, technology service agreements, digital wallet schemes, and partnerships with acquisition networks
• Implementing policies for electronic fraud prevention, personal data protection, and PCI DSS compliance

Practice areas

Infrastructure and complex projects

For three decades, we have led the legal structuring of complex infrastructure projects, ensuring regulatory security and mitigating contractual risks.

Participation in bidding processes and public-private partnerships

We accompany our clients through all stages of the public selection process, including:

• Strategic structuring of winning bids
• Identification of strategic partners to form solid consortia and temporary unions and negotiation of the respective contracts
• Joint legal work with the client's business and financial development teams
• Advising on the preparation of expressions of interest and projects within the framework of public-private partnership (PPP) schemes

Management of real estate permits and environmental licenses

We effectively manage the obtaining of:

• Environmental licenses, sectoral permits, and authorizations from the competent authorities
• Prior consultations with ethnic communities
• Land acquisition processes, establishment of legal easements, and establishment of temporary rights of use and occupation

Project contracting and structuring

We provide specialized legal support in the negotiation and structuring of complex contracts, including:

• Public works and operating concessions
• Turnkey contracts and EPC contracts
• Public works, consulting, auditing, and project management contracts
• BOT, PPA, take-or-pay contracts, and other instruments tailored to the cash flow and financial sustainability of projects

Relations with public entities and regulators

We effectively represent our clients before all public authorities involved in the regulation, negotiation, and execution of projects, reducing legal risks and optimizing operational results.

We advise state entities in accordance with the highest international standards in strategic privatization processes, structuring public tenders, and linking private capital with state-owned companies.

Practice areas

Strategic tax planning and tax compliance

We design high-level tax strategies that guarantee efficiency, legal certainty, and full regulatory compliance for domestic and international investments. Our team combines technical expertise in tax, foreign exchange, and investment matters to minimize risks and maximize returns.

Comprehensive analysis of operations and contingencies

We comprehensively analyze each operation in light of the business, evaluating:

• The tax and exchange rate impact.
• Regulatory and contractual risks.
• Contingencies that may give rise to penalties or financial liabilities.

Preventive tax planning and compliance culture

We implement preventive tax planning that fosters a culture of compliance, protects client liquidity, and optimizes the use of tax benefits in accordance with Colombian law.

Formal obligations and regulatory reports

We prepare, review, and optimize:

• Income tax returns, VAT, withholdings, and other taxes.
• International investment records with the Central Bank.
• Exogenous information reports and formal obligations to the National Directorate of Taxes and Customs (DIAN).

International transactions and transfer pricing

We advise on cross-border restructuring and operations, aligning tax advantages with:

• Transfer pricing regulations.
• Double taxation avoidance agreements.
• Controlled foreign corporation (CFC) rules.

Compliance with foreign exchange regulations:

We advise on the design and implementation of cross-border transactions, ensuring full compliance with foreign exchange regulations and avoiding legal contingencies.

Regulatory updates and competitive sustainability

We advise on the design and implementation of cross-border transactions, ensuring full compliance with foreign exchange regulations and avoiding legal contingencies.

Practice areas

Customs and foreign trade

We structure secure and efficient foreign trade operations that optimize time, costs, and regulatory compliance. Our advice integrates customs, tax, and foreign exchange aspects to ensure operational fluidity, competitiveness, and legal protection before national and international authorities.

Classification, origin, and customs valuation

We assist with:

• Tariff classification of goods
• Determination of origin under free trade agreements signed by Colombia and preferential regimes
• Customs valuation in accordance with the WTO Valuation Agreement and Andean regulations

Management of permits, licenses, and authorizations

We offer comprehensive processing of:

• Import and export licenses.
• Sanitary, phytosanitary, and other types of authorizations from the competent authorities, such as INVIMA (Drug and Food Surveillance), ICA (Agricultural Institute), ANLA (Enviromental Licences), and the Ministry of Commerce
• Technical documentation required in the prior and simultaneous control processes for customs clearance

Application of special regimes

We implement special regimes that maximize tax and operational benefits, such as the Special Import-Export Systems - Plan Vallejo, Free Trade Zone Regime, International Trade Companies, among others

Compliance with foreign exchange and tax regulations

We align foreign trade operations with:

• The foreign exchange regime applicable to payments for imports, exports, and foreign debt.
• Tax obligations arising from the nationalization and sale of imported goods.
• Reports to the Central Bank and the National Directorate of Taxes and Customs (DIAN).

Defense in customs litigation

We represent national and international companies in:

• Administrative litigation on customs value adjustments, tariff classification, and determination of origin.
• Seizure and forfeiture proceedings, informal agreements, and sanctioning proceedings before the DIAN.
• Administrative appeals and litigation before the contentious-administrative jurisdiction

International trade and regulatory strategy

We align trade strategy with:

• Free trade agreements, integration agreements, and Andean Community regulations.
• Trade facilitation agreements and international customs compliance standards.
• Foreign exchange regulations governing the proper channeling of foreign currency and compliance with registration obligations.

Practice areas

Administrative law and government contracting

Strategic preparation of bids and participation in bidding processes

We guide the preparation and submission of bids, including:

• Review of specifications, risk matrices, and enabling conditions
• Preparation of sound technical, economic, and financial proposals, aligned with the evaluation criteria of each contracting entity
• Submission of expressions of interest and requests for clarification
• Structuring of consortium contracts, temporary joint venture agreements, and public-private partnership proposals

Highlighting business experience and solvency

We present to the state entity:

• Your company's proven experience, operational capacity, and unique technical knowledge
• The financial strength and guarantees required by the process, complying with SECOP (Electronic System for Public Procurement) requirements and final specifications
• Presentation strategies that highlight your bid against national and international competition

Representation at hearings and other procedures related to the bidding process

We provide legal representation and support in:

• Risk allocation and specification clarification hearings
• Responses to observations, challenges, and requests for clarification
• Observation and monitoring of award procedures, declarations of nullity, and partial awards

Contract execution and regulatory compliance

We accompany the contract execution phase, ensuring:

• Timely fulfillment of contractual, technical, and financial obligations
• Advice on the signing of start-up, progress, modification, suspension, and termination agreements
• The implementation of document management strategies and compliance with reporting obligations to control entities

Legal defense and dispute resolution

In disputes over the formation, interpretation, breach, or termination of public contracts, we defend you through:

• Administrative appeals before the contracting entity and control bodies
• Representation before the contentious-administrative jurisdiction in contractual and nullity actions
• Acting in national and international arbitration tribunals in accordance with arbitration clauses

Comprehensive support in relations with the State

We combine legal, technical, and strategic analysis to:

• Minimize risks at each stage of the contracting process
• Guarantee the protection of your rights against administrative acts, investigations, and sanctions
• Optimize operational and reputational results in contractual relations with public entities

Practice areas

Environment

Nuestra asesoría garantiza que las actividades industriales, de infraestructura y de explotación de recursos naturales cumplan plenamente con la regulación colombiana vigente, protegiendo el medio ambiente, la reputación empresarial y la continuidad operativa de nuestros clientes.

Environmental viability of productive activities:

We protect the environmental viability of industrial and extractive activities, aligning operations with international sustainability standards and optimal operating costs.

We advise on the incorporation of environmental, social, and governance criteria, as well as carbon neutrality strategies.

Management of permits, licenses, and concessions

Preparamos y gestionamos de manera integral:

• Environmental licenses in accordance with Decree 1076 of 2015 and the competencies of the ANLA (National Authority of Enviromental Licences) or regional environmental authorities
• Surface and groundwater concessions, discharge permits, and atmospheric emissions
• Environmental management plans and monitoring and control programs

Prior consultation and community relations

We carry out and lead prior consultation processes with indigenous, Afro-descendant, Raizal, and ROM communities.

Regulatory compliance and environmental management strategies

Diseñamos estrategias integrales que incluyen:

• Monitoring, reporting, and verification systems for environmental obligations
• Structuring of water efficiency and conservation programs (PUEAA)
• Implementation of comprehensive solid and hazardous waste management plans

Administrative defense and sanctioning processes

Representamos a compañías nacionales e internacionales en:

• Visitas de inspección y control ambiental.
• Procesos sancionatorios ante la ANLA, CAR, autoridades municipales y demás entes competentes.
• Negociación de acuerdos de mejoramiento y reducción de impactos.

Economic instruments and environmental tax benefits

We optimize the benefits provided for in current regulations, such as:

• Tax deductions for investments in environmental control and improvement
• VAT and tariff exemptions for renewable energy projects
• Incentives for commercial reforestation and ecological restoration provided for by law
• Access to carbon markets under the voluntary regimes and mechanisms of the Paris Agreement

Practice areas

Competition and consumer protection

A balanced market requires operating with maximum competitive intensity without exceeding regulatory limits. We defend your commercial strategy and your rights before the authorities and competitors, in all administrative and judicial instances.

Actions in the field of competition law

• Representation in administrative investigations for alleged restrictive practices before the Superintendency of Industry and Commerce
• Filing of objections and administrative appeals in business integration control proceedings
• Actions and defenses in cases of unfair competition related to free competition
• Filing of civil liability claims for damages resulting from anti-competitive practices
• Processing of whistleblower programs
• Administrative and judicial appeals against SIC (Superintendency of Industry and Commerce) sanctions
• Coordination of procedural strategies in international operations and disputes.

Consumer protection actions

• Review and adjustment of adhesion contracts, abusive clauses, and guarantees from a legal perspective
• Defense in judicial and administrative consumer protection actions
• Filing complaints and monitoring proceedings with health implications before INVIMA (National Institute for Drug and Food Surveillance)
• Defense in consumer protection proceedings with health implications before the INVIMA
• Filing complaints and monitoring proceedings with health implications before INVIMA (National Institute for Drug and Food Surveillance)
• Defense in consumer protection proceedings with health implications before the INVIMA

Practice areas

Industrial and intellectual property

We protect the strategic value of intangible assets linked to your business activity through legal structures that guarantee exclusivity, differentiation, and international projection. We turn innovation and technical developments into competitive advantages aligned with your commercial and regulatory objectives.

Comprehensive management of industrial property rights

We manage the entire cycle of industrial asset protection, including:

• Background checks and evaluation of trademark registrability
• Trademark registration applications, including responses to requirements, observations, and appeals until all administrative remedies are exhausted
• Trademark renewal
• Response to observations and filing of appeals in trademark cases, even if initiated by third parties
• Filing of observations and appeals in defense of the company's trademarks
• Organization, systematization, and updating of trademark documentation; comparison with Superintendence of Industry and Commerce (SIC) databases
• Registration, monitoring, and renewal of trademarks, slogans, trade names, and appellations of origin
  
• Registration of encumbrances on industrial property rights, with appeals until all administrative remedies are exhausted

Patents, designs, and trade secrets

Filing and processing of applications for:

• Patents for inventions, utility models, and industrial designs
• Searching patent databases and preparing patentability concepts

Protection and management of trade secrets through confidentiality strategies and contractual measures.

echnology exploitation and transfer agreements

We structure and register with the Superintendency of Industry and Commerce (SIC):

• License agreements for the use of trademarks, patents, and industrial designs.
• Assignment of industrial property rights and coexistence agreements
• Franchise and technology transfer agreements
• Registration of these agreements with the SIC and compliance with publicity formalities

Defense of rights and procedural intervention

We represent our clients in:

• Filing oppositions to registration applications that infringe on pre-existing rights
• Actions for nullity or cancellation due to lack of use, notoriety, or vulgarization
• Defense in actions for cancellation due to notoriety, lack of use, or vulgarization
• Infringement proceedings and precautionary measures before the SIC
• Actions for unfair competition before the SIC and follow-up before the competent courts
• Defense in unfair competition actions until all administrative and judicial remedies have been exhausted
• Actions for cancellation of company names and trade names
• Actions for nullity and/or nullity and restitution of rights before the Council of State in matters of industrial property

Intellectual property

We advise on the protection, management, and defense of intellectual creations of an artistic, literary, scientific, or technological nature, guaranteeing the full exercise of copyright and related rights.

Management of copyright and related rights:

• Comprehensive advice on copyright and related rights
• Registration of literary, artistic, scientific, and computer program works with the National Copyright Directorate (DNDA)
• Administrative actions for the protection of copyright and related rights

Prevention and regulatory compliance in intellectual property matters

Prevention of contingencies arising from the incorrect application or interpretation of intellectual property and regulatory standards.

Continuous care of intangible intellectual assets to protect them from competition and reduce risks.

Advice and support in procedures and consultations on intellectual property in general.

Practice areas

Foreign investment and immigration law

We support foreign investment with legal structures that guarantee security, repatriation of invested capital, operational efficiency, and full compliance with the Colombian exchange regime. Our experience allows us to anticipate regulatory obstacles and transform investment decisions into agile and financially efficient processes that comply with current regulations.

Structuring of investment projects and asset protection. We provide comprehensive advice on:

• Constitución de sociedades con participación extranjera, sucursales de sociedades extranjeras y vehículos de inversión.
• Fusiones, adquisiciones, aportes de capital y joint ventures, protegiendo derechos corporativos y patrimoniales desde la etapa preliminar.
• Redacción de acuerdos de accionistas, pactos de inversión y protocolos de gobierno corporativo.

Foreign currency channeling and exchange registration

Gestionamos con precisión las obligaciones cambiarias derivadas de la inversión extranjera:

• Channeling foreign currency through the foreign exchange market
• Registro de la inversión ante el Banco de la República.
• Estructuración de operaciones de endeudamiento externo, repatriación de dividendos y liquidación de inversiones, garantizando la trazabilidad y la seguridad jurídica de cada operación.

Tax compliance and formal obligations

We assist with:

• Obtención de Registro Único Tributario (RUT) y definición de responsabilidades fiscales ante la DIAN.
• Cumplimiento de obligaciones de información exógena y reportes cambiarios anuales.
• Gestión de obligaciones de retención en la fuente y demás deberes tributarios aplicables al inversionista extranjero.

Immigration and authorizations for foreign personnel

Diseñamos soluciones migratorias a medida para empresarios, directivos y grupos familiares, incluyendo:

• Processing of visas in Colombia
• Management of special residence permits and other immigration procedures
• Coordination of naturalization processes and obtaining foreign identity documents
• Representation before immigration authorities in administrative sanctioning proceedings

Practice areas

Litigation, arbitration, and corporate insolvency

We turn complex disputes into effective solutions through rigorous litigation strategies and expert representation before the competent ordinary courts, arbitration tribunals, and alternative dispute resolution mechanisms. We protect the assets, liquidity, and operational continuity of our clients, both debtors and creditors, in contentious, preventive, and corporate crisis scenarios.

Procedural strategy and feasibility assessment

Diseñar la ruta procesal óptima adaptada a la dinámica del negocio y el sector:

• We assess the legal and economic feasibility of each lawsuit or claim
• We identify financial contingencies and reputational risks
  

Representation before ordinary courts and arbitration mechanisms

We offer comprehensive representation from the pre-trial phase to the enforcement of judgments in:

• Ordinary civil and commercial courts (enforcement or declaratory proceedings)
• Contentious-administrative courts in litigation with public entities
• National and international arbitration courts
• Constitutional protection proceedings and mechanisms when immediate protection of fundamental rights is required

Corporate reorganization and insolvency

Acompañamos procesos de reestructuración y liquidación con enfoque preventivo y correctivo:

• Advice on the admission of claims, objections, and classification of debts
• Representation of creditors in judicial liquidation proceedings and business recovery mechanisms
• Representación de acreedores en procesos de liquidación judicial y mecanismos de recuperación empresarial
• Enforcement of movable and mortgage guarantees

Monitorizamos cada expediente en tiempo real, informando hitos críticos y ajustando la táctica para salvaguardar los intereses económicos y reputacionales del cliente.

Other services

Accounting outsourcing and financial compliance

We completely outsource your accounting and financial processes so that you can focus your resources on your core business, with total regulatory security and operational control. Our technological infrastructure and specialized talent guarantee accuracy, timeliness, and strict compliance with Colombian and international accounting and tax regulations.

Contabilidad Empresarial y Gestión de Información Financiera

We keep your accounting up to date by:

• Timely and reliable recording of accounting transactions in accordance with current regulations (including IFRS)
• Preparation of official books and auxiliary records in electronic format
• Preparation of periodic financial reports that facilitate decision-making and compliance with legal obligations

Tax settlement and tax compliance

Asumimos la gestión integral de obligaciones fiscales, incluyendo:

• The calculation, settlement, and filing of national and local taxes (VAT, withholding tax, industry and trade tax, etc.).
• The preparation of informative returns and reports of information exogenous to the National Tax and Customs Administration (DIAN)
• Preventive review of tax risks and support with administrative requirements

Payroll and social security management

Preparamos y administramos procesos de nómina con enfoque preventivo y trazabilidad completa:

• Calculation of payroll settlements, social benefits, parafiscal contributions, and comprehensive social security
• Preparation of receipts and generation of files for the payment of contributions and withholdings

Treasury and bank account management

Brindamos soporte en la gestión de tesorería, incluyendo:

• Management of bank accounts when expressly requested
• Reconciliation of bank transactions and corresponding accounting records
• Preparation of cash flow reports and control of payments to suppliers and employees

Preparation of financial statements and regulatory reports

Preparamos y presentamos:

• Individual and consolidated financial statements in accordance with IFRS, for internal use and presentation to partners and investors
• Reportes exigidos por entidades de vigilancia y control como la Superintendencia de Sociedades y la DIAN

Other services

Tax administration

We design dynamic tax strategies that balance tax optimization with full compliance with Colombian and international regulations before local, regional, and national authorities. Our tax planning reinforces the secure preservation of your assets, financial sustainability, and avoids penalties in volatile and changing economic environments.

Regulatory analysis and regulatory alignment

We continuously analyze current regulations and case law to align your operations with VAT, income tax, ICA (Industry and Commerce Tax), and other tax obligations

Preparation of tax returns and reports

Asumimos la preparación y presentación de obligaciones formales, garantizando precisión documental y trazabilidad:

• Periodic VAT, income, withholding, and other national tax returns
• Settlement and payment of property taxes to district and municipal entities
• Exogenous information reports, magnetic media, and records required by the National Tax and Customs Administration (DIAN) and other competent authorities

Representation before authorities and management of procedures

Representamos a nuestros clientes en trámites administrativos y procedimientos fiscales, incluyendo:

• Atención de requerimientos, emplazamientos, pliegos de cargos y liquidaciones oficiales.
• Acompañamiento en recursos de reconsideración y procedimientos ante la DIAN y entes territoriales.
• Negociación y formalización de facilidades de pago, acuerdos de pago diferido y saneamiento de obligaciones fiscales.

Monitoring of regulatory changes and strategic updates

We continuously monitor legal and regulatory changes

Other services

Administrative services

Gallego Lawyers is a strategic ally for entrepreneurs throughout the process of establishing, developing, and executing their businesses in Colombia. Beyond our legal and accounting advice, we offer administrative solutions that support daily operations and allow our clients to focus on consolidating and expanding their business activities.

Permanent legal representation before public and private entities

We offer ongoing legal representation or power of attorney services to:

• Act on behalf of the client to open and manage bank accounts
• Act on behalf of the client before public law entities and private organizations
• Sign documents, submit applications, and carry out administrative procedures in accordance with specific instructions

Banking advice and management

Acompañamos de manera integral la relación con entidades financieras, incluyendo:

• Relations between our clients and the financial sector.
• Obtaining the banking products necessary for commercial operations
• Document management and coordination of “know your customer” (KYC) requirements

Address for notifications and legal domicile

In order to facilitate our clients' commercial operations in Colombia, we offer an address service for notifications, which allows:

• Receiving official and judicial communications at a secure and reliable address
• Managing the timely flow of information to the company
• Complying with formal registration and operating requirements:
  • Commercial and tax domicile
  • Logistical and administrative support tailored to each stage of the business

Document archiving and management services

Administramos de manera ordenada y confidencial:

• Archivo físico de documentación legal, societaria y operativa.
• The digitization, classification, and electronic backup of files
• Secure access and storage protocols in accordance with applicable regulations

Administrative back office

Ponemos a disposición nuestro equipo y estructura tecnológica para:

• Support the issuance of invoices, receipts, and other management documents
• Perform basic reconciliations of administrative processes
• Coordinate recurring administrative tasks that optimize time and resources