{"id":2880,"date":"2026-07-09T12:45:43","date_gmt":"2026-07-09T17:45:43","guid":{"rendered":"https:\/\/hepacom.org\/estatutos-de-una-fundacion-modelo\/"},"modified":"2026-07-09T12:45:44","modified_gmt":"2026-07-09T17:45:44","slug":"estatutos-de-una-fundacion-modelo","status":"publish","type":"post","link":"https:\/\/hepacom.org\/en\/estatutos-de-una-fundacion-modelo\/","title":{"rendered":"Statutes of a foundation: model and essential clauses"},"content":{"rendered":"

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<\/strong> \u2014what many people search on Google as "bylaws for a model foundation"\u2014the 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.<\/p>\n

We are a foundation (Hepacom, ESAL with Tax ID 900.841.914-1) that supports families in the southern Aburr\u00e1 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\u2014often to help these same families\u2014can start with a solid foundation and not waste time or money.<\/p>\n

What are the statutes of a foundation and what purpose do they serve?<\/h2>\n

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<\/a> 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.<\/p>\n

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<\/a>.<\/p>\n

What clauses are essential in a foundation's bylaws template?<\/h2>\n

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.<\/p>\n

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\n\n\n\n\n\n\n\n\n\n\n\n
Clauses reviewed by the Chamber of Commerce (ESAL registration) and the DIAN (Special Tax Regime). Prepared by Hepacom based on Decree 2150 of 2017 and Article 364-5 of the Tax Code. Last updated: July 2026.<\/caption>\n
Statute clause<\/th>\nWhat it should contain<\/th>\nWhy is it required (who is asking for it)<\/th>\n<\/tr>\n<\/thead>\n
Name, address and nature<\/td>\nExact company name, city of address and that it is a non-profit organization of the foundation type<\/td>\nIdentify the entity before the Chamber and avoid duplicate names<\/td>\n<\/tr>\n
Corporate purpose<\/td>\nThe specific meritorious activity (education, housing, health, etc.), not an unlimited object<\/td>\nThe DIAN requires a meritorious activity under art. 359 ET for the RTE<\/td>\n<\/tr>\n
Assets and contributions<\/td>\nAmount of initial assets and how they increase (donations, returns)<\/td>\nIt argues that the foundation has assets earmarked for a specific purpose.<\/td>\n<\/tr>\n
Governing and administrative bodies<\/td>\nAssembly or council, legal representative, auditor if applicable, and their functions<\/td>\nDefine who makes the decisions and who is legally responsible for the entity.<\/td>\n<\/tr>\n
Prohibition on distributing surpluses<\/td>\nThat the surpluses are reinvested in the project and not distributed<\/td>\nRequirement of art. 364-5 ET for the Special Tax Regime<\/td>\n<\/tr>\n
Amendment of statutes and dissolution<\/td>\nHow are the rules reformed and what grounds lead to the dissolution of the foundation?<\/td>\nIt provides legal certainty and organizes the life of the entity<\/td>\n<\/tr>\n
Destination of the remainder<\/td>\nUpon liquidation, the remaining balance is transferred to another non-profit organization with a similar purpose.<\/td>\nThe DIAN requires it: the assets cannot return to private hands.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n

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That last point\u2014the allocation of the remaining funds\u2014is 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<\/a>.<\/p>\n

Common mistakes when drafting bylaws<\/h3>\n