Intercompany Employee Secondment Agreement Colombia (Convenio de Intercambio Laboral)

An Intercompany Employee Secondment Agreement (Convenio de Intercambio Laboral) in Colombia is a formal contract by which one company (the originating or seconding company) temporarily transfers one or more of its employees to provide services under the direction and supervision of another company (the receiving company), while the original employment relationship with the seconding company remains in force. This arrangement — internationally known as secondment or employee loan — does not terminate the original employment contract or create a new employment relationship between the employee and the receiving company. Instead, it contractually regulates the temporary transfer of operational subordination, the reimbursement of labor costs, and the responsibilities of each company during the secondment period.

In Colombia, the Intercompany Employee Secondment Agreement is grounded in the Código Sustantivo del Trabajo (CST). Article 22 of the CST defines the employment contract and establishes subordination as an essential element — a key concept because during secondment, the employee's subordination is temporarily transferred to the receiving company. Article 34 of the CST governs contractor-beneficiary relationships and establishes joint and several liability of the direct beneficiary of services for the labor and social security obligations of the contractor (the seconding company), meaning the receiving company faces exposure to joint liability if the seconding company fails to meet its payment obligations to the seconded employee. Article 71 of the CST permits employer substitution under certain conditions, though temporary secondment does not constitute full employer substitution since the employee returns to the seconding company at the end of the agreed period.

Decree 1072 of 2015 (the Unified Regulatory Decree for the Labor Sector) regulates in Book 2, Part 2, Title 1 individual employment relationships and establishes the criteria used by the Inspección del Trabajo to determine whether a personnel secondment constitutes illegal labor intermediation (supply of workers without authorization from the Ministerio del Trabajo), as opposed to a legitimate secondment between related companies or companies with genuine commercial relationships. Circular 0060 of the Ministerio del Trabajo defines the criteria for distinguishing legitimate secondment from illegal labor supply: in a legitimate secondment, the seconding company retains employer-of-record status (primary responsibility for payroll, social benefits, and social security contributions), the receiving company exercises operational supervision without becoming the employer, and the secondment has a defined purpose and duration linked to specific technical, training, or project needs.

This agreement template helps Colombian business groups, related companies, and unrelated companies with stable commercial relationships to formalize temporary employee secondments with legal clarity, correctly distributing labor responsibilities, cost reimbursement, ARL coverage, and return-to-origin conditions, thus preventing the secondment from being classified by the Ministerio del Trabajo or the UGPP (Unidad de Gestión Pensional y Parafiscales) as illegal labor supply.

An Intercompany Employee Secondment Agreement in Colombia is required in multiple business scenarios. Corporate groups and conglomerates (holdings) operating several subsidiaries in Colombia need this agreement to mobilize specialized talent between affiliates without terminating existing employment contracts or creating parallel employment relationships with the receiving company. A digital transformation expert from the parent company may be seconded to a regional subsidiary to lead a six-month project; a plant manager from a manufacturing company may be sent to another plant within the group to transfer process knowledge.

Strategic alliances and joint ventures between unrelated companies also generate the need for this agreement when specialists from one company are required to work temporarily at the facilities or under the supervision of the partner company. Similarly, technology implementation, internal audit, or intra-group consulting projects require the formal secondment of auditors, consultants, or technical specialists. Formalizing the agreement in writing protects both companies from labor claims by the seconded employee, from sanctions by the Ministerio del Trabajo for illegal labor intermediation, and from observations by the UGPP regarding inconsistencies in parafiscal contributions during the secondment period.

Multinational companies with Colombian subsidiaries also use this agreement when an expatriate employee is transferred from the foreign parent to the Colombian entity: in these cases, the secondment agreement complements the work visa process under Decreto 1067 de 2015 and Resolución 5477 de 2022, clarifying which entity is the employer of record for Social Security purposes under Ley 100 de 1993. Training programs between companies in the same industry — for example, when a supplier sends a technical expert to a client's facilities to train staff — also benefit from a secondment agreement that documents the temporary nature of the arrangement and the distribution of responsibilities for workplace safety under the SG-SST (Sistema de Gestión de Seguridad y Salud en el Trabajo) regulated by Decree 1072 of 2015.

An Intercompany Employee Secondment Agreement in Colombia must contain the following elements to be legally valid, operationally clear, and resistant to challenges from the Ministerio del Trabajo and the UGPP:

**Identification of the companies and the employee.** Legal name, NIT (tax identification number), and legal representative of both the seconding (origin) company and the receiving (destination) company. Full name, cédula de ciudadanía, original position, and current employment contract details of the seconded employee. Include the nature of the relationship between the companies (related company within the same group / company with commercial relationship / independent company).

**Secondment purpose and justification.** Precise description of the project, activity, or business need that justifies the temporary secondment: project name, specific objectives, area of the receiving company where the employee will provide services, and the technical or managerial contribution of the seconded employee. The justification is fundamental to demonstrate that the secondment responds to real business needs and does not constitute concealed labor intermediation.

**Duration of the secondment.** Start date and end date of the secondment, or the event that determines its termination (project completion, early return at the request of either party). Indicate whether the secondment is renewable and under what conditions.

**Employer of record and labor responsibilities.** An express clause identifying the seconding company as the employer of record: the seconding company maintains the employment contract, pays the salary and social benefits, makes contributions to the Social Security System (EPS, AFP, ARL, Caja de Compensación), and is responsible for all labor obligations vis-à-vis the employee and the authorities. The receiving company exercises operational supervision during the secondment but has no direct employment relationship with the employee.

**Reimbursement of labor costs.** Amount and frequency of the reimbursement that the receiving company will pay the seconding company for the employee's labor costs during the secondment: salary, proportional social benefits, social security contributions, work equipment, and travel expenses if the secondment involves relocation. Specify whether the reimbursement includes an administrative fee for the seconding company and whether it is subject to VAT.

**Operational subordination during the secondment.** Clause regulating to whom the employee reports during the secondment: the employee follows the day-to-day operational instructions of the supervisor designated by the receiving company, but any material modification of employment conditions (position, salary, working hours) requires authorization from the seconding company. The receiving company cannot unilaterally modify the salary or terminate the employment contract; only the seconding company may make those decisions.

**ARL coverage during the secondment.** The employee will remain registered with the seconding company's ARL (Administradora de Riesgos Laborales) during the secondment. However, if the activities at the receiving company involve a higher level of occupational risk than the employee's usual activities at the seconding company, the ARL must be notified and the risk class reclassified if applicable, pursuant to Article 13 of Ley 1562 de 2012 and the relevant provisions of Decreto 1072 de 2015.

**Confidentiality and intellectual property.** The seconded employee will maintain confidentiality regarding the strategic, technical, and commercial information of the receiving company during and after the secondment. Developments or creations made during the secondment will belong to the receiving company if so agreed by the companies, or to the seconding company if no agreement is made, pursuant to Article 20 of Ley 23 de 1982 (Derechos de Autor).

**Return conditions.** Upon completion of the secondment, the employee returns to the seconding company to their original position or an equivalent one, with the secondment period not affecting their seniority, accrued social benefits, or employment stability at the seconding company. Forms-legal.com provides this Intercompany Employee Secondment Agreement template for Colombian companies that need to formalize personnel secondments. For secondments of more than one year or those involving additional salary benefits paid directly by the receiving company, review by a labor attorney is recommended to avoid creating a dual employment relationship under Article 26 of the CST.