Annual Entity Compliance/Corporate Secretarial Requirements in Ecuador?

The role of corporate secretary is important within any corporation. These professionals exhibit a diverse skill set and undertake various responsibilities, but are primarily focused on guaranteeing the organization’s adherence to annual compliance regulations and the statutory requirements of the relevant country or jurisdiction.

They are present at all top-level meetings and are tasked with executing decisions, resolutions, and changes put forth by the corporation’s Board of Directors. In Ecuador, as in other countries, corporate secretaries are integral in matters of entity annual compliance. Read on to learn more about how legal entity compliance in Ecuador to understand how corporate secretaries can help your business.

SEE ALSO: An SAS Corporation in Ecuador: Benefits & Considerations

We recognize the challenges inherent in adapting to the new legislation, especially when it comes to complying with corporate obligations. In order to simplify this process, Biz Latin Hub has designed the following Annual Fiscal Compliance calendar.
We recognize the challenges that come with adapting to new legislation, especially when it comes to complying with corporate obligations. To simplify this process, Biz Latin Hub has designed this Annual Fiscal Compliance Calendar. Entity Annual Compliance in Ecuador

Corporate secretaries are trained professionals that are knowledgeable on the regulations to be followed in a given jurisdiction, such as Ecuador. It falls on them to observe the running of the business and safeguard against infractions of the rules. If irregular or illicit activity is found to be taking place within the organization, the result could be fines in the tens of thousands or even millions of dollars. One way corporate secretaries can fend against such regulatory infractions is by conducting an entity annual compliance review.

Ecuador has always had stringent compliance rules for companies operating in its territory. Each industry (oil and gas, mining, banking, corporate finance, etc.) has its own set of rules, regulations, and statutory requirements which companies must comply with.

Entity Annual Compliance in Ecuador: What Compliance Regulations Must Companies Follow?

Generally, all companies, regardless of industry, are required to be in compliance with the rules and regulations set out below.

Financial Compliance Requirements

Presentation of annual financial statements:

The presentation of financial statements is important so that shareholders understand the company’s economic activities. These details also need to be communicated to shareholders at annual shareholder meetings, and include information such as how much the company made in overall profit, gross vs. net revenues, operating expenses, etc. Annual Financial reports must be sent to the Ecuadorian tax authority every year.

Corporate Compliance Requirements

Entity annual compliance in Ecuador requires that the following issues be discussed and resolved in a corporation’s annual shareholder meeting:

Annual Shareholders Meeting:

A shareholders’ meeting must be convened at least once annually within the first three months of the year. The purpose of this meeting is to approve accounts, financial statements, and the administration of the legal representative.

Annual strategy report:

Company management has the obligation of presenting the shareholders with an annual report of their activities, and how they relate to the company’s financial statements.

These reports must provide a detailed explanation of the financial strategy throughout the year, for all aspects of the company (labor, marketing, sales, etc.) This report is a compulsory part of the annual shareholder meeting and shareholders must approve the report.

Update and maintain corporate books:

Part of legal entity compliance is having corporate books up to date.

Profit and loss report:

Shareholders must be made aware of the company’s financial performance for the past year. Shareholders must be informed about the profit level (was it higher or lower than forecasts predicted?) and if applicable, explain why the company suffered a quarterly loss.

Disclosing Foreign Shareholders or UBO Report: 

Compliance regulations stipulate that the number of foreign shareholders be reported, as well as how much of the company’s stock they own.

Each year, before January 31st a company must provide the names, nationalities, and contact information of foreign shareholders to the appropriate government authorities. If a shareholder is a foreign company and not an individual, the name, nationality, and contact information of the representative of the institutional shareholder must be reported.

Reports to Regulatory Bodies Must be Carried Out for Entity Annual Compliance: Compliance rules and regulations also stipulate that a company needs to carry out the following actions:

  • Make available a report detailing the discussions and decisions ratified at the annual shareholder meeting
  • Send all relevant compliance documents to the Superintendence

Company Structure: 

Depending on the type of structure of the company (public, limited liability, SAS, etc.) there are additional requirements that must be met. This is where the corporate secretary again becomes essential, as it will be her/his duty to inform company management about the additional items/actions that will be needed to ensure corporate compliance.

In order to simplify processes, Biz Latin Hub has designed the following Annual Legal calendar as a concise representation of the fundamental responsibilities that every company must attend to in Ecuador
In order to simplify processes, Biz Latin Hub has designed this Annual Legal Calendar with fundamental responsibilities that every company in Ecuador must attend to. Entity Annual Compliance in Ecuador

Based on our extensive experience these are the common questions and doubts of our clients on regulatory compliance in Ecuador:

1. What are the common statutory appointments for a company in Ecuador?

The following are the most common statutory appointments for Ecuadorian legal entities:

– An appointed legal representative (“often referred to as General Manager”) who will be personally liable, both legally and financially, for the good operation and standing of the company. This should be a local national or a foreigner with the right to live/work in the country.
– A Certified Local Accountant (CPA) registered with the authorities on behalf of the company.
– A shareholder’s legal representative for each foreign shareholder. This person can either be a local national or a foreigner with residency in Ecuador.

2. Is a registered office address needed for a legal entity in Ecuador?

Yes, a registered office address or fiscal address is required for all entities in Ecuador for the receipt of legal correspondence and governmental visits.

3. When do companies need to declare and pay their Income Tax in Ecuador?

Companies in Ecuador will have to declare and pay their income tax according to the ninth digit of the Tax ID (RUC) during March and April each year, under penalty of fines for late submission.

4. When must a General Shareholders Meeting be held in Ecuador?

The Ordinary General Shareholders Meeting must be held annually to resolve matters regarding the financial statements for the fiscal year, and approve the Manager’s Report as well as other oversight reports. The deadline for doing this is March 31st in Ecuador.

5. What must a company include when filing their financial statements and when is the deadline for doing so in Ecuador?

When filing financial statements in Ecuador, a company must comply with the regulatory entity which includes the following features:
Minutes of the Ordinary General Shareholders Universal Meeting regarding the financial statements
Annual Balance Sheet
Income Statement
Manager’s Report
Commissioner’s Report
List of administrators and shareholders
The deadline for filing financial statements in Ecuador is April 30th.

Biz Latin Hub Can Help You With Entity Annual Compliance in Ecuador

At Biz Latin Hub, we provide integrated market entry and back-office services throughout Latin America and the Caribbean, with offices in Bogota and Cartagena, as well as over a dozen other major cities in the region. We also have trusted partners in many other markets.

Our unrivaled reach means we are ideally placed to support multi-jurisdiction market entries and cross-border operations.

As well as knowledge about entity annual compliance in Ecuador, our portfolio of services includes hiring & PEO, accounting & taxation, company formation, bank account opening, and corporate legal services.

Contact us today to find out more about how we can assist you in finding top talent, or otherwise do business in Latin America and the Caribbean. If this article on entity annual compliance in Ecuador was of interest to you, check out the rest of our coverage of the region. Or read about our team and expert authors.

A BLH infogrpahic showing key services offered by the company
Entity Annual Compliance in Ecuador – Key services offered by Biz Latin Hub

The information provided here within should not be construed as formal guidance or advice. Please consult a professional for your specific situation. Information provided is for informative purposes only and may not capture all pertinent laws, standards, and best practices. The regulatory landscape is continually evolving; information mentioned may be outdated and/or could undergo changes. The interpretations presented are not official. Some sections are based on the interpretations or views of relevant authorities, but we cannot ensure that these perspectives will be supported in all professional settings.
Craig Dempsey

Craig Dempsey

Craig is a seasoned business professional in Latin America. He is the Managing Director and Co-Founder of the Biz Latin Hub Group that specializes in the provision market entry and back office services. Craig holds a degree in Mechanical Engineering, with honors and a Master's Degree in Project Management from the University of New South Wales. Craig is also an active board member on the Australian Colombian Business Council, and likewise also active with the Australian Latin American Business Council.

Craig is also a military veteran, having served in the Australian military on numerous overseas missions and also a former mining executive with experience in various overseas jurisdictions, including, Canada, Australia, Peru and Colombia.

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