Doing Business in Ecuador
A. Entity Formation
Types of Entities
Ecuador offers several types of entities that can be incorporated, including:
- Sole proprietorship
- Partnership
- Corporation (SA)
- Limited liability company (SRL)
Registration Requirements
Registration with the Commercial Registry is required for all entities.
Foreign Entities
Foreign entities can establish a presence in Ecuador through branches or subsidiaries.
B. Corporate Governance
Main Requirements
Companies in Ecuador must comply with the following corporate governance requirements:
- Shareholders’ meetings
- Board of directors
- Auditors
Annual Shareholders’ Meetings
Annual shareholders’ meetings must be held once a year during the first three months of the year.
Foreign Investors
Foreign investors can participate in local companies, but they must comply with Ecuadorian laws.
C. Compliance
Main Requirements
Businesses in Ecuador are subject to the following compliance requirements:
- Tax compliance
- Labor law compliance
- Environmental regulations
Supply Chain Compliance
There are no specific rules regulating supply chain compliance.
Annual Accounts and Financial Statements
Companies prepare and disclose annual accounts/financial statements in accordance with past practice, usually applying GAAP rules.
D. Tax
Main Taxes
Businesses in Ecuador are subject to the following taxes:
- Revenues Tax (25%)
- Currency Outflow Tax (5%)
- 15% revenue sharing for employees
Tax Incentives
There are tax incentive regimes available in Ecuador through investment contracts with the central government.
E. Merger & Acquisitions
Merger Control Regime
Ecuador has a merger control regime administered by the Superintendence of Market Power Control (SCPM).
Foreign Investors
Foreign investors can acquire local companies, but subject to certain conditions and regulations.
F. Entity Closure
Dissolution and Liquidation Process
The most common way to wind up/liquidate/dissolve an entity in Ecuador is through the dissolution and liquidation process, which involves:
- Approval from shareholders
- Public deed
- Registration with the Superintendence of Companies
Contacts
For more information about doing business in Ecuador, please contact:
Ricardo Menendez, Partner at Deloitte in Ecuador
rimenendez@deloitte.com +593.4.3700100 ext 1234