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Hire a lawyer to prepare the minutes of incorporation
Time to complete:
1 day
Cost to complete:
USD 780-1000
Name of Agency:
Comment:
The minutes include the constituting contract, the articles of incorporation, the bylaws of the company, and the formation of capital. A lawyer must prepare and sign the minutes on the contract for the company incorporation. Moreover, a notary public must notarize these documents; the lawyer cannot do so. The cost includes all the operating expenses and legal fees.
Procedure 2.
Reservation of the company name at the Superintendent of Companies
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 3.
Deposit 50% of paid-in capital in a special account of “completion of capital” (Integración de Capital ) in the name of the company being formed
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
The minimum deposit for opening the completion-of-capital account is 50% of share capital. Proof of the approved company name is required.
Procedure 4.
Notarize the charter of incorporation and bylaws
Time to complete:
2 days
Cost to complete:
0.2% of capital for notary fees and USD 295 stamp duty
Name of Agency:
Comment:
Procedure 5.
The lawyer presents the documents (attached with three certified copies of charter and bylaws) to the Superintendent of Companies for the approval of the constitution of the company
Time to complete:
5 days
Cost to complete:
no charge
Name of Agency:
Comment:
The registration fee is paid annually to the Superintendent of Companies. The cost of contribution is 1% of total assets.
The Superintendent of Companies cut the time for processing company applications, by eliminating internal processes, increasing staff, and upgrading the computer system. The company founders can now verify the status of the registration procedure online.
Procedure 6.
Publish an abstract of the charter in a daily newspaper that circulates in the area in which the company operates
Time to complete:
2 days
Cost to complete:
USD 75
Name of Agency:
Comment:
Procedure 7.
The general stockholder's meeting inscribes the charter and resolutions in the Mercantile Registry; register the names of the legal representatives in the Mercantile Registry
Time to complete:
5 days
Cost to complete:
USD 80
Name of Agency:
Comment:
The Mercantile Registry (“Registro Mercantil”) provides a registration number “Numero de codigo”, with the date the company starts its legal existence.
Procedure 8.
Apply for the Registro Unico de Contribuyentes (RUC)
Time to complete:
4 days
Cost to complete:
USD 5 per form
Name of Agency:
Comment:
The Registro Unico de Contribuyentes (RUC) must be obtained (a) once the constitution procedure is completed; and (b) after the company has appointed its legal representatives and registered those appointments in the Register of Commerce. The application procedure is done at the Servicio de Rentas Internas (SRI) and takes 48 hours after the submission of all required documents (the registered deed, the registered appointments, and the certification of publication). Because the VAT (Impuesto al Valor Agregado) goes by the same identification number, it does not require a separate registration. The RUC is obtained immediately, but a paper receipt is sent by mail in the following 3 days.
Procedure 9.
Print invoices and VAT forms at an authorized printing shop
Time to complete:
1 day
Cost to complete:
USD 40
Name of Agency:
Comment:
With the RUC, companies must buy invoices from SRI-authorized companies and state monthly VAT declarations on special forms. The cost to print a 100-page book of invoices (one original and two copies) is about USD 40.
Procedure 10.
Sign up for Instituto Ecuatoriano de Seguridad Social (IESS, social security institute) to get employer’s identification number and obtain approval of payroll forms at IESS
Time to complete:
10 days
Cost to complete:
no charge
Name of Agency:
Comment:
The company must present a petition for an employer identification number (cédula patronal). Obligatory for employers, social security payments cover health, pension, and accident and work-related illness.
Procedure 11.
Inscribe all employee contracts with the Ministry of Labor (Inspectoria de Trabajo)
Time to complete:
2 days
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 12.
Inspection from the municipality
Time to complete:
29 days
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 13.
Obtain a “tasa municipal de habilitacion” and a commercial patent from the competent municipality
Time to complete:
1 day
Cost to complete:
USD 50
Name of Agency:
Comment:
Although the tasa de habilitación was phased out on December 31, 2004 for all companies, the permit is still required in practice for some companies. The permit fee varies depending on the type of company and on the type, location, and size of the facilities in which the company will operate. The municipal operation permit is obtained upon payment of the “ability and control of establishments” tax (“permiso de funcionamiento”). All payments to the municipality can be made only in the municipality. Permits usually require an inspection made by the officers of the various institutions. So, the average time to obtain the permit is a month. The following permits are required: the health permit (granted by the Ministry of Public Health through the General Directorate of Health); the fire department permit; and the municipal permit of function and the annual patent
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