Colombia produced the region's most valuable startup — and a cap table that has now waited nearly a decade for an exit. That wait is what secondary markets are made of.
The Rappi effect
Rappi, founded in Bogotá in 2016, is Latin America's most valuable private startup — carried at roughly $5.2–5.4 billion. It has raised billions, absorbed thousands of employees with equity, and has still not listed. Every year that passes adds sellers: early employees whose options vested long ago, angels from 2016–2018 rounds, funds reaching the end of their lives. Indicative Rappi marks already circulate on international pre-IPO platforms, which is how a secondary market announces itself before any formal infrastructure exists.
Behind Rappi sits a second wave — proptech unicorn Habi, fintechs likeAddi and Bold — young enough that their secondary moment is still ahead, which is exactly when buyers who understand the market early get their pick.
How transfers work
Nearly every Colombian startup incorporates as an S.A.S. — the flexible corporate form introduced in 2008 — whose bylaws can freely embed transfer restrictions, rights of first refusal, and tag/drag provisions. A secondary sale is therefore a creature of the company's own paperwork: read the bylaws and shareholders' agreement first, negotiate second. The financial regulator, the SFC, oversees public markets and licensed intermediaries rather than private transfers, so there is no regulatory venue to route through — and no regulatory shortcut either.
Tax in brief
Colombia rewards patience: gains on shares held for two years or more are generally taxed as occasional gains (ganancia ocasional) at a flat15%, while shares held under two years produce ordinary income taxed at progressive rates. Many Colombian startups also sit under foreign holding companies, which moves the taxing point abroad — one more reason every deal here starts with a structure chart. Confirm current treatment with a Colombian tax adviser; this is orientation, not advice.
Frequently asked questions
Is there a secondaries market for Colombian startups?
It is early but real. Colombia hosts the region's most valuable startup — Rappi — plus a growing bench of maturing companies, and stakes in the best-known names already change hands through negotiated private deals and international pre-IPO platforms that publish indicative marks.
How do private share transfers work in Colombia?
Most Colombian startups use the S.A.S. corporate form, whose bylaws can freely embed transfer restrictions, rights of first refusal, and drag/tag provisions. Any secondary starts with those documents; the financial regulator (SFC) oversees public markets, not private transfers.
How are gains from a share sale taxed in Colombia?
Gains on shares held two years or more are generally taxed as occasional gains at 15%; shares held less than two years are taxed as ordinary income at progressive rates. Cross-border structures change the picture — confirm with a Colombian tax adviser.
Why does Rappi matter so much for Colombian secondaries?
Rappi is Latin America's most valuable private startup, founded in 2016 — meaning early employees and seed investors have held equity for nearly a decade without a listing. That is precisely the pressure that creates secondary supply, and indicative Rappi marks already circulate on international pre-IPO platforms.
