Statutes of a foundation: model and essential clauses

At Hepacom, we've seen foundations launched with all the enthusiasm in the world, only to have their projects stalled months later at the Chamber of Commerce office over a seemingly minor detail: poorly drafted bylaws. Bylaws aren't a template to copy and paste; they are the internal constitution of your non-profit organization, the rules by which it will operate. If you're looking for a model statutes of a foundation —what many people search on Google as "bylaws for a model foundation"—the first step isn't to download just any Word document, but to understand which clauses are essential and why the Chamber of Commerce and the Colombian Tax Authority (DIAN) require them. In short: good bylaws define the foundation's purpose, assets, governing bodies, amendment process, and what happens to any remaining funds if the foundation is liquidated.

We are a foundation (Hepacom, ESAL with Tax ID 900.841.914-1) that supports families in the southern Aburrá Valley in their right to decent housing. We are intimately familiar with these processes because we have experienced them firsthand, and that is why we wrote this guide: so that anyone who wants to establish a foundation—often to help these same families—can start with a solid foundation and not waste time or money.

What are the statutes of a foundation and what purpose do they serve?

The bylaws are the permanent regulations that govern the foundation: they state its purpose, who manages it, how decisions are made, and how its assets are handled. While the articles of incorporation The bylaws document the moment the entity is created; they are the rules of the game that govern it throughout its existence. That's why the Chamber of Commerce reviews them before registering the non-profit organization, and the DIAN (National Tax and Customs Directorate) reviews them again when the foundation applies to enter the Special Tax Regime.

Drafting them correctly from the start avoids two classic headaches: having your registration rejected due to a missing clause, and later being unable to access tax benefits because the bylaws don't prohibit distributing surpluses. If you're still deciding on the legal structure, first look at the difference between foundation, corporation and association.

What clauses are essential in a foundation's bylaws template?

A model bylaw for a foundation operating in Colombia must include, at a minimum, a set of clauses that the law and regulatory bodies expect to find. This table summarizes each one: what it must say and why it is required.

That last point—the allocation of the remaining funds—is the most frequently overlooked and the one that most often hinders registrations. A statute that doesn't include it can be established, but it will hardly be included in the RTE (Registry of Taxpayers). To see how to draft the first of these clauses with real-world examples, our guide on [the relevant section] will be helpful. corporate purpose of a foundation.

Common mistakes when drafting bylaws

• Copying a template from another city or another type of entity: The statutes of a SAS or a corporation do not work as is for a foundation; the bodies and the management of assets change.
• Drafting an unlimited or vague corporate purpose: «Doing good» is not a meritorious activity. The DIAN (Colombian Tax Authority) needs a specific objective framed within Article 359 of the Tax Code.
• Omit the non-distribution clause and the remainder clause: Without them, the foundation exists, but it loses the tax benefit that makes it sustainable. This is the most costly mistake in the long run.

How are the statutes approved and registered?

The bylaws are approved at the same time as the incorporation: the founders adopt and sign them along with the minutes. They are then submitted to the Chamber of Commerce in the company's jurisdiction, which verifies their completeness and registers the non-profit entity, issuing the certificate of existence and legal representation. With this certificate and the Tax Identification Number (RUT), the foundation can then apply for qualification under the Special Tax Regime with the Colombian Tax and Customs Authority (DIAN).

The registration is handled by the Chamber of Commerce, not a management agency or foundation: be wary of anyone who charges you to "speed up" the process. For a complete step-by-step guide, follow our guide at [link to guide]. How to create a foundation in Colombia and check the requirements to create a foundation.

Can the statutes be amended afterwards?

Yes. The bylaws are not immutable: the document itself must specify the required majority and the body responsible for amending them. When the foundation changes its purpose, its representation, or any substantive rule, that amendment is approved internally and re-registered with the Chamber of Commerce to be effective against third parties.

That is also one of the times when it's advisable to check that everything is still in order, along with the annual obligations of a non-profit organization (Renewal in the Chamber, updating the RTE with the DIAN and external information). Clear statutes ensure that these obligations are met smoothly.

Do I need a lawyer to draft the bylaws?

It's not mandatory, but it's highly recommended if the foundation has substantial assets or significant activity. A small, well-informed foundation can draft its bylaws using a good template and have them reviewed by a professional. What's not advisable is signing a document downloaded from the internet without understanding each clause: as we've seen, an oversight regarding the foundation's purpose or remaining assets can be costly later on.

The relevant regulations are published by official sources: the registration of non-profit organizations is governed by the Chamber of Commerce procedure and the requirements of the Special Tax Regime are defined by DIAN in article 364-5 of the Tax Code. These are the two sources that should be readily available before signing.

How Hepacom accompanies you

Behind almost every new foundation is someone who wants to solve a real problem—hunger, health, shelter—for families who currently lack it. At Hepacom, we don't charge for establishing your non-profit organization (ESAL) or handling its registration (that's done by the Chamber of Commerce), but we do share what we learned building and sustaining our own decent housing foundation, so your project can start on solid ground and, in its own way, contribute to the right to homeownership. If you'd like guidance or to support this work, write to us at donaciones@hepacom.org or from contact us.

Frequently Asked Questions

Is there a single, official template for foundation bylaws?
There is no mandatory official format, but there is a minimum content that the Chamber of Commerce and the DIAN (Colombian Tax Authority) expect to find: name, purpose of the business, assets, governing bodies, prohibition on distributing surplus funds, and allocation of any remaining balance. Any template you use must include these clauses.

What is the difference between the articles of incorporation and the bylaws?
The founding document records the moment the foundation is created and who founded it; the bylaws are the permanent regulations that govern it. Both are signed together and submitted to the Chamber of Commerce, but they serve different purposes.

Should the bylaws state that the foundation does not distribute profits?
Yes. It is one of the key clauses: to access the Special Tax Regime, the statute must establish that the surpluses are reinvested in the purpose and that they are not distributed among founders or members.

Can I change the bylaws later?
Yes, through an amendment approved by the body and the majority indicated in the statute itself, and subsequently registered with the Chamber of Commerce to be effective against third parties.

Last updated: July 2026. Information guide. The Chamber of Commerce handles the registration of non-profit organizations (ESALs), and the DIAN (National Tax and Customs Directorate) determines their classification in the RTE (Registry of Taxpayers); always verify through official channels. Hepacom does not charge for establishing foundations, nor does it manage procedures or payments.