ECUADOR Law and Practice Contributed by: María Celeste Alvarado, Jorge Sicouret Zea, Ángel Gaibor and Octavio Rosselli, Coronel & Pérez
When the M&A transaction refers to sectors qualified as strategic by the Constitution (refer to 2.6 National Security Review ), the respective sectorial ministry also acts as a regulator for the purposes thereof. 2.3 Restrictions on Foreign Investments There are no specific restrictions for foreign invest - ments in Ecuador. Foreign investors enjoy the same protections and assurances granted to Ecuadorean investors; nonetheless, they must disclose their ben - eficial owners to the Superintendence of Companies, Securities and Insurance and designate a local pro - cess agent. 2.4 Antitrust Regulations If any of the following thresholds are met, the trans - action – regardless of whether it is a merger or an acquisition – must be approved a priori by the Super - intendence of Economic Competition. • The aggregate turnover of the parties in the last fis - cal year exceeds the following number of Units of Basic Unified Wage (BUW): (i) 3.2 million BUW for transactions involving finan - cial or securities institutions; (ii) 214,000 BUW for transactions involving insur - ance or reinsurance companies; and (iii) 200,000 BUW for transactions involving compa - nies not pertaining to the sectors referred to in (i) and (ii) above – the BUW for 2026 is equivalent to USD482. • If the parties have the same economic activity, the market share resulting from the transaction is equal to or greater than 30% of the relevant market. Additionally, if any of the thresholds referred to in 4.2 Material Shareholding Disclosure Threshold are met, regardless of the turnover or the market share, the Superintendence of Economic Competition must give its prior approval to the potential tender offer for it to be authorised by the Superintendence of Companies, Securities and Insurance. 2.5 Labour Law Regulations Shareholders domiciled in Ecuador who own more than 25% of a company’s outstanding shares have indirect liability with respect to any and all payments owed to the company’s employees, including but
not limited to payment of a percentage of the com - pany’s profit and the provision of a retirement pension (regardless of whether the former employee is entitled to receive a pension from the social security system). 2.6 National Security Review There is no formal mandatory national security review of acquisitions in Ecuador. However, if the acquisi - tion pertains to a sector considered as strategic by the Constitution (energy, telecommunications, non- renewable natural resources, transportation and refin - ing of hydrocarbons, biodiversity and genetic heritage, radioelectric spectrum and water), the government will probably impose additional conditions or other restric - tions on acquisitions that could be deemed to affect national interests. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments During 2025, the most significant legal developments affecting M&A activity in Ecuador were regulatory rather than judicial. In June 2025, the enactment of the Organic Law of National Solidarity introduced mate - rial amendments to the Companies Law, particularly impacting the use of simplified joint-stock companies (SAS). These reforms significantly restricted the scope of activities permitted for SAS, expressly prohibiting their participation in strategic sectors, including min - ing, as well as reinforcing existing prohibitions in regu - lated industries such as finance, insurance and capital markets. However, these regulatory changes intro - duced earlier in the year were substantially reversed following a landmark decision of the Constitutional Court of Ecuador in September, which declared the Organic Law of National Solidarity unconstitutional in its entirety due to procedural defects in its legislative approval. 3.2 Significant Changes to Takeover Law There have been no material changes to the Compa - nies’ Law in the last 12 months, and there are currently no plans for such changes either. Multiple secondary regulations indirectly related to takeovers have been updated, mainly in connection with corporate govern - ance and anti-money laundering measures.
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