Corporate Compliance in Ecuador
Keep your Ecuadorian entity in good standing with the annual assembly, the SCVS foreign-shareholder certificate, and corporate books handled correctly, so a missed filing never blocks dividends or risks automatic dissolution.
Foreign-Shareholder Certificate Deadline
Early February
Tax ID
RUC
Primary Registry
Superintendencia de Compañías, Valores y Seguros (SCVS)
Corporate Compliance in Ecuador: What You Need to Know
An Ecuadorian entity must hold its annual junta general within the first 3 months of the year, approving financial statements and administrator or auditor reports, or file a sworn Declaration of Legal Representative if the assembly genuinely can't convene in time. Separately, an annual foreign-shareholder certificate is due at SCVS in early February, certifying the foreign shareholder's legal existence and the full notarized ownership chain down to the natural person, or a sworn declaration if unchanged from the prior year, with new foreign shareholders from a capital increase or transfer registered within 15 days. Share ownership is legally determined only by what's recorded in the Libro de Acciones y Accionistas and related corporate books, and legal representative changes need registration at the Mercantile Registry followed by SCVS notification within 30 days of appointment. Capital increases, address changes, and bylaw amendments similarly require a notarized deed, Mercantile Registry inscription, and SCVS notification.
Key Requirements
Annual junta general held within the first 3 months of the year, approving financial statements and administrator or auditor reports, or a sworn Declaration of Legal Representative filed if the assembly genuinely can't convene in time
Annual foreign-shareholder certificate filed with SCVS in early February, certifying the foreign shareholder's legal existence and the full notarized ownership chain down to the natural person, or a sworn declaration if unchanged from the prior year
New foreign shareholders from a capital increase or transfer registered with SCVS within 15 days
Libro de Acciones y Accionistas, Libro de Actas de Juntas Generales y Directorio, and related corporate books, since share ownership is legally determined only by what's recorded in the shares register
Legal representative changes registered at the Mercantile Registry and then notified to SCVS within 30 days of appointment, since late filings still get recorded but trigger a sanction referral
Capital increases, address changes, and bylaw amendments filed as a notarized deed with Mercantile Registry inscription and SCVS notification
Common Challenges
Missing the SCVS foreign-shareholder certificate blocks dividends, not just paperwork
Two consecutive years of not filing this certificate can get the non-compliant foreign shareholder excluded, and even a single missed year suspends voting rights and blocks dividend distribution until it's regularized. This isn't a formality to catch up on later.
A no-change year still requires a sworn declaration
Some foreign owners assume that if nothing changed in the shareholder structure, no filing is needed. A sworn declaration confirming that is still legally required through the SCVS portal, every year, whether or not anything changed.
The January SRI deadline and the February SCVS deadline are easy to conflate
These are two different agencies with two different dates, tax-side versus corporate-governance side. Treating the SRI tax calendar as covering the SCVS foreign-shareholder filing is a common, avoidable mix-up.
How NavviPal Helps
Coordination of the annual junta general and its documentation, or the sworn Declaration of Legal Representative if the assembly can't convene in time
Preparation and filing of the annual SCVS foreign-shareholder certificate, tracked separately from SRI's tax calendar
Registration of legal representative, capital, and bylaw changes at the Mercantile Registry and SCVS within their respective deadlines
Maintenance of the shares register and other corporate books, since ownership isn't legally recognized until it's properly recorded there
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