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* Takes place simultaneously with another procedure.
Registration Requirements Details
Procedure 1.
Check uniqueness of name at the Registry of Commerce in FUNDEMPRESA
Time to complete:
1 day
Cost to complete:
BOB 175
Name of Agency:
Comment:
The existence of the company name can be verified though the web or by telephone at no cost. However, if a name reservation certificate is obtained, the fee is BOB 175.
Procedure 2.
An attorney draws the articles of incorporation, bylaws and constitution act, which includes the appointment of the provisory board.
Time to complete:
1 day
Cost to complete:
BOB 7,800 = BOB 6,500 legal fee + BOB 1,300 procurement for processing of documents with Registry
Name of Agency:
Comment:
Professional fees may vary. The lawyers association’s fee schedule (Colegio de Abogados) establishes that the minimum fee for the company incorporation should be BOB 3,000 plus 2% of the company’s capital. The fee for processing the formalities at the registry may also vary.
Procedure 3.
Notarize the articles of incorporation “escritura de constitución”
Time to complete:
1 day
Cost to complete:
BOB 1000 +80 BOB per copy (3 copies)
Name of Agency:
Comment:
Several notarized copies of public deeds are required for filing according to the procedures discussed here. Most other documents required for registration must also be notarized. The notary cost is BOB 480–1,500 a copy.
Procedure 4.
Publish company deed “titulo de constitución” in a national newspaper
Time to complete:
2 days
Cost to complete:
BOB 80 per page
Name of Agency:
Comment:
According to Administrative Resolution SNRC–DN No. 254/2003 (issued by the National Service of Registry of Commerce, SENAREC, on May 30, 2003), the published announcement of a public deed of incorporation must contain a summary of the following shareholder characteristics, whether shareholders are natural persons or companies: - For natural persons: age, name, profession, nationality, and marital status. - For companies: bylaws; proof of incorporation; power of attorney; tax identification number (TIN); new company’s denomination; corporate object or purpose; the amount of authorized, subscribed, and paid-in capital; the number, value, and nature of shares; and term.
The firm must wait until the documents are actually published before filing the request to obtain legal capacity with the Registry of Commerce. The cost of publication ranges from is BOB 60 to BOB 120. In theory, the publication should be made in a newspaper form the same area as the address of the company.
Procedure 5.
An accredited accountant prepares the opening balance sheet “Balance de apertura”
Time to complete:
1 day
Cost to complete:
BOB 700
Name of Agency:
Comment:
The accountant must be accredited at the “Colegio de contadores”.
Procedure 6.
The opening balance sheet is administered by the seal of the Colegio de Contadores
Time to complete:
1 day
Cost to complete:
BOB 54 for each balance sheet
Name of Agency:
Comment:
The Colegio de Contadores verifies that the accountant is registered at the Colegio de Contadores.
Procedure 7.
Register at the National Tax Service to obtain the tax identification number (Número de Identificación Tributaria, NIT)
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Board Regulation Resolution No. 10-0032-04 (dated November 19, 2004) details the requirements and the procedures to obtain the tax identification number (TIN), which is mandatory for all commercial entities. The required documents to obtain that number are a notarized copy of the company’s articles of incorporation, a utility (electricity or water) bill to evidence the venue, and a notarized copy of (a) the power of attorney in favor of the company’s legal representative; and (b) that representative’s identification.
Procedure 8.
Obtain a municipal business license and a municipal registration card (Padrón Municipal) from the municipality where the business is located
Time to complete:
12 days
Cost to complete:
no charge
Name of Agency:
Comment:
This procedure requires that the respective form be filed at the sole municipal window along with the TIN document (photocopy), the last utility bill and a floor map of the venue, the power of attorney (photocopy), the legal representatives’ identification cards, and the constitution deed (photocopy). For granting business licenses, the municipal government performs an onsite inspection to verify the venue’s technical and environmental characteristics.
Procedure 9.
Municipal Government inspects the technical and environmental characteristics of the venue
Time to complete:
1 day, included in the previous procedure
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 10.
Obtain evidence of a bank deposit equivalent to at least 25% of subscribed and no less than 50% of authorized capital
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Of the authorized capital for a limited liability company (sociedad anónima), at least 50% of shares must be subscribed. At least 25% of all subscribed shares must be effectively paid in at incorporation, and the balance must be effectively paid within 2 years.
Procedure 11.
Register company deed “Matricula de comercio” with the Fundación para el Desarrollo Empresarial – FUNDEMPRESA and obtain legal capacity
Time to complete:
9 days
Cost to complete:
BOB 584.5
Name of Agency:
Comment:
Since 2002 a concession for the Registry of Commerce has been granted to a private operator (Fundación para el Desarrollo Empresarial, FUNDEMPRESA).
Registering the company deed requires filing the bylaws; application for new registration; opening balance sheet, certified by the Colegio de Contadores; public deed of the constitution, comprising the charter documents and the deed whereby the provisional board of directors is appointed; and the bank certificate or deposit stub, certifying the deposit of the paid-in capital; and the publication made thereof.
Procedure 12.
Register at the appropriate Chamber of Commerce or Industry
Time to complete:
1 day
Cost to complete:
BOB 493
Name of Agency:
Comment:
Pursuant to Article 54 of Supreme Decree 16833 (dated July 19, 1979) and to Supreme Decree 17242 (dated March 3, 1980), all companies must be registered at their respective chambers of commerce, however, in practice it is not done and there are no penalties.
Procedure 13.
Register for national health insurance and short-term disability coverage
Time to complete:
15 days
Cost to complete:
Bs.15 per form, 3 forms
Name of Agency:
Comment:
The employer may register with any health insurance institution (Caja Nacional de Salud, Caja Petrolera de Salud, Caja de Salud de la Banca Privada, etc.). The employer fills and submits the required forms, attaching copies of the proof of identification for the company’s legal representative, the articles of incorporation, the commercial registry certificate, the tax identification number (TIN), the opening balance sheet (duly registered) and payroll, and employees’ civil status (along with names, proof of identity, and names of dependents). Three forms must be completed for the employer and two for each employee.
Procedure 14.
Register at the Ministry of Labor, enroll in the Caja Nacional de Establecimientos
Time to complete:
1 day
Cost to complete:
BOB 80 per page
Name of Agency:
Comment:
According to Resolution No. 002/04, issued by the Ministry of Labor on January 13, 2004, the employer registration process was simplified, requiring the filing of the following: - Unified employers registry form. - Presentation of first monthly payroll. - Bank deposit of BOB 50.
The employer must complete this procedure within 3 months from the date of employee hire.
Procedure 15.
Register employees with the pension fund managers (AFPs)
Time to complete:
3 days
Cost to complete:
no charge
Name of Agency:
Comment:
New employees must register within 10 days of entry into duty. If the employee refuses to register during this time, the employer must fulfill the requirement.
Actual contributions are 1.71% for employers and 12–21% for employees.
Fill out the employer registration form, the TIN document (photocopy), proof of identification for the legal representative (photocopy), and documents attesting the initiation of company activities (photocopy) (for example, the go-ahead given by the social security, labor contracts of its employees with a photocopy of the identification of each, a signed document whereby the employees state their first contribution; note that one of these documents will suffice).
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