How to open a business in Ecuador

If you want to open a company in Ecuador, initially you need to know the 5 types of companies legally accepted in Ecuador, how to establish and manage them.

These article exclude the NGOs, foundations or cooperatives.

1

Compañía de responsabilidad limitada Cía. Ltda.: (Limited responsibility company)

It’s considered a family type of company as it has limited number of 15 shares holders, any change in the shares must be approved by all the members.

2

Sociedad Anónima S.A.: (Anonymous Society)

The companies’s shares are free of interchange, vending or purchase, that is to say, the transactions do not require the holders approval. It establishes with minimum 2  share solders and does not have a maximum number of holders or shares.

3

Compañía de economía mixta: (Mixed  economy Company)

This company has only two share holders, one is a Government share and the other is a Private share. The regulations are mostly the same as an “Anonymous Society”. The capital is divided in shares, if the Government shares are more than 50%, a Government director must be the president of the shares holder council.

4

Compañía en comandita simple y dividida por acciones: (limited partnership company and divided by shares).

The company’s name must contain one of several partner’s name, and this company has only two different holders, one is the Named Partners which are solidarity, control and have the responsibility and the other one which the investors participate as limited partners and do not exercise control, either individually or collectively, they just contribute with founds.

5

Compañía de nombre colectivo (collective name company):

It is not established a minimum nor maximum capital value, never the less, the 50% of such capital must be paid during the establishment process. This company is established only by people who has a personal legal form not legal form companies. The contract must be sing one lifetime only and by a judge.

 

The next steps after choosing the company type.

 

Once you have choose the suitable company type, we should start the company establishing process. For all intended purpose all companies must have a President and a General Manager.

 

Establishing process:

1

Establish the name and reserve the corporate name.

2

Elaborate the company’s statutes  with an attorney assistance, this must be record in public deed before a notary.

3

Open a bank account with the establish capital according to the company’s type.

4

Once the share holders names have been registered commercial register (Registro Mercantil), you shall obtain the National Taxpayers Register (Registro Único de Contribuyentes <RUC>).

5

At last, the superintendency of companies shall issue all the previous documents including the authorization to dispose of the initial capital.

 

As a foreign company ¿May I establish a branch in Ecuador?

 

A foreign duly legalized and authenticated juridical company that intended offer, within the Ecuadorian national territory, services, sing contracts with private or public companies, exploit natural resources, import or export, or another commercial activity within the Ecuadorian law, shall establish a subsidiary branch.

In addition of the previous steps you must fulfill the following requirements.

1

The Ecuadorian consul must issue the Legal Origin Certificate of the company’s country.

2

Bank certificate with the total capital branch investment amount.

3

The parent company must issue a power of attorney, authorizing a legal branch representative in Ecuador.

4

The resolution issued by the parent company, authorizing the branch opening in Ecuador.

 

¿How to obtain an investor Visa?

If you, as a foreign, decide to apply for a Visa, you must know, the types of Visas in Ecuador.

 

  • Real state investors Visa.
  • Purchase, sale or usage of an Ecuadorian company shares holder investor Visa

 

¿Need company establishing consultancy in Ecuador? Contact us

As a full-service business law firm, Laudenlaw Associates provides a complete range of business legal services.

Our team brings a collaborative approach to help clients execute complex, high-value transactions. We are focused in understanding our client businesses and offering innovative legal solutions.

Our clients benefit from a valuable combination of global insight and local knowledge that allows us to handle all aspects of complex domestic and cross-border corporate transactions.

Our corporate lawyers are sophisticated practitioners with experience in key practice areas, such as Corporate governance, Intellectual Property, Aviation, Public Contracts, Labor, Tax, Financial Services, Compensation and others.

 

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