As
part of the annual obligations of companies subject to the control of the
Superintendence of Companies, Securities and Insurance that maintain foreign partners or
shareholders, the legal representatives of such companies must
submit to the control entity, until February 2025, the following information:
a)
Overview. –
1.
The list of foreign companies or legal
entities that appear as shareholders of said companies, detailing the
names, nationalities and corresponding addresses.
2. In addition, a detail of all its members, until
the corresponding final beneficiary is identified.
b)
Specific information. –
1. A certificate issued by the competent authority of the
country of origin, which certifies the legal existence of the foreign company,
partner or shareholder of the Ecuadorian company, (such certification must
be apostilled or authenticated by an Ecuadorian consul).
2. A complete list of all the partners, shareholders or
members of the foreign company, signed and certified before a Notary Public
by the secretary, administrator or official of the aforementioned foreign company
, who is authorized to do so, or by a legally
constituted attorney-in-fact, (if the list has been signed abroad, it will be
apostilled or authenticated by an Ecuadorian consul).
3. In cases where a foreign company, shareholder of an Ecuadorian company, is registered in one or more foreign stock exchanges, it may substitute the submission of the complete list of its partners, shareholders or members with the presentation of an affidavit.
4.
The list of proxies of foreign companies that have
shares or shares in Ecuadorian companies. The list must include the
full names and surnames, nationality and addresses of each proxy. The
power of attorney that accredits it must be recorded in a document issued in the country of origin,
and apostilled or authenticated by an Ecuadorian consul, and may be used by one or
more local companies in which the foreign company is a partner or shareholder.
The list of proxies of foreign companies that
hold shares in Ecuadorian companies must be
submitted. This list must
include the full names and surnames, nationality and addresses of each
proxy. The power of attorney that accredits such representation must be recorded in a
document issued in the country of origin, duly apostilled or authenticated
by the Ecuadorian consul. This power of attorney may be used to
represent one or more local companies in which the foreign company is a partner or
shareholder.
5. Information must be provided as to whether the
foreign company, as a partner or shareholder of the national company,
has complied with the obligation to submit annually the information required
in accordance with the provisions of paragraph h of Article 115 and Article 221 of
the Companies Law.
Additional Considerations
. –
·
Statement of the legal representative:
The
legal representative of the company must declare, under oath and
electronically, that the information submitted to the Superintendence of Companies,
Securities and Insurance is based on the documentation provided by the
foreign shareholder companies. Such documentation must be kept
on file with the company, ensuring its availability for eventual
verifications or requirements.
·
Penalties for non-compliance:
Foreign
shareholders who fail to comply with the submission of the required documentation
(remisos) will not be able to participate or exercise their right to vote in the
general meeting of shareholders. Likewise, the distribution of
dividends or profits that correspond to them will be suspended until they regularize their situation
by providing the requested information. If the non-compliance persists, such
reluctant shareholders could be excluded in accordance with the provisions of the Companies Law
.
Quito D.M. / Guayaquil, January
2025
