ECUADOR Law and Practice Contributed by: Sebastian Corral Guevara, Miguel Pizarro Páez, María Fernanda Mencías Pérez, José Cisneros Pazmiño, Roque Bustamante Espinosa and Jorge Pizarro Páez, Flor Bustamante Pizarro & Hurtado
corporate forms, while the establishment of a branch of a foreign company involves additional corporate approval and registration requirements. SAS The incorporation of an SAS may be completed elec - tronically through the online platform of the SCVS. Where the founders use the standard incorporation model provided by the SCVS, the process may be completed within one business day. Where customised by-laws are adopted or non- standard provisions are included, the incorporation documents are subject to review by the SCVS prior to registration, which may increase the incorporation timeline. The incorporation of the company shall be carried out before the SCVS itself. It may be incor - porated by private act, except in specific cases such as incorporation involving the transfer of a real estate property, which require certain formalities due to the nature of the transaction. When a foreign legal entity incorporates an Ecuado - rian company (including an SAS, SA or Cía Ltda ), act - ing as a shareholder or partner, an additional report is required for the purposes of corporate transparency. They must submit an affidavit before a notary, duly apostilled, setting out the full shareholding structure, an apostilled power of attorney for a representative resident in Ecuador and an apostilled certificate of legal existence. The SCVS usually takes 2–3 weeks to review these documents. For foreign shareholders or partners who are natural persons, only their passport is required. The subsequent process is the same as for tradition - al companies: obtaining the Tax ID number ( Registro Único de Contribuyentes – RUC) and the municipal licence. SAs and Cía Ltdas The incorporation of traditional corporate entities gen - erally involves the following steps: • reservation of the corporate name before the SCVS; • preparation and agreement of the company’s by- laws;
• execution of the incorporation instrument, which may take the form of either a public deed or a private document, depending on the applicable legal requirements and the type of company being incorporated – notarial fees, where a public deed is required or elected, and Commercial Registry fees, where registration is required, are subject to the official tariff schedule established by law; • registration with the Commercial Register and creation of a company profile (and company administrator) with the SCVS; • registration before the Internal Revenue Service ( Servicio de Rentas Internas – SRI) to obtain a Taxpayer Identification Number ( Registro Único de Contribuyentes – RUC); • obtaining access credentials to the SRI electronic platform for tax compliance purposes; and • obtaining an operating licence from the corre - A foreign company wishing to establish a branch in Ecuador must obtain prior authorisation from the SCVS. The parent company must adopt the corre - sponding corporate resolutions approving the estab - lishment of the branch, confirming that its corporate purpose and constitutional documents allow it to establish branches abroad, appointing a permanent attorney-in-fact domiciled in Ecuador and allocating the statutory minimum capital to the branch. Foreign corporate documents must be duly apostilled or legalised and, where executed in a language other than Spanish, officially translated before being sub - mitted to the Ecuadorian authorities. Once the branch has been authorised, it must be registered with the corresponding Commercial Registry, obtain an RUC and complete any additional registrations or permits required for the proposed business activity. sponding municipal authority. Branch of a Foreign Company Depending on the corporate vehicle selected and the specific circumstances of each case, the incorpora - tion process may take from one business day (for the electronic incorporation of a standard-form SAS) to approximately 6–9 weeks (for the establishment of a branch of a foreign company), assuming that all required documentation has been duly executed,
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