Individual Limited Liability Company

Individual Limited Liability Company

Individual Limited Liability Company

Published on february 09 , 2023

Foto de Roberto Ernesto Pascacio Rivera

Roberto Ernesto Pascacio Rivera - Legal Collaborator

The Individual Limited Liability Company is a form of organizing a commercial enterprise, by means of which the Salvadoran legislation grants natural persons a way to limit their patrimonial liability before third parties. This modality allows entrepreneurs to start their operations by means of a unilateral legal act, making future decisions individually. The patrimony of this company is different from that of the owner and is freely formed with the assets that the owner designates and assigns in favor of the company, by means of an inventory duly certified by an external auditor.

The main characteristic of this legal fiction consists in the way of covering the obligations incurred in the business of the company, which will be covered with the company's equity, including capital, reserves and the profits not withdrawn by the owner. Consequently, the personal creditors of the owner of the company cannot seize the assets belonging to the company, unless the owner becomes bankrupt.

In this sense, the individual limited liability company is presented as an alternative for the development of micro and small businesses, since it allows the owners of these companies to separate their personal assets from the assets destined to the development of the economic activity of their business, without the need to associate and constitute a legal entity, operating in this sense with the personality of its owner. In addition, it presents facilities in its formalization, since it is constituted by means of a form provided in the facilities of the Registry of Commerce that complies with a series of minimum requirements demanded in the Code of Commerce; and, of transfer, since it has the incentive that it can be transferred by act between alive or by cause of death, that is to say that it can be sold or inherited, among others.
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Last June, the new Instructions for the Prevention, Detection and Control of Money Laundering, Financing of Terrorism and Financing of the Proliferation of Weapons of Mass Destruction, issued by the Attorney General's Office (FGR), under the framework of the Anti-Money Laundering Law (LCLDA), came into force. In its Article 2, the LCLDA establishes that every person must submit information to the FGR that allows demonstrating the licit origin of any transaction he/she carries out. This leads us to conclude, then, that every person must prepare the manual and internal policies for the implementation of a money laundering prevention system, and the continuous development of these.

What is the difference between the new Instructions and the prevention systems elaborated before it came into force? Article 4 of the Instructions requires individuals to apply a risk-based approach, which consists of identifying, assessing and understanding the risks of their sector and operation, and applying resources aimed at ensuring that they are effectively mitigated. Therefore, it is necessary to update the manuals and policies that companies had developed in the past, so that they have a risk-based approach and comply with the new provisions.

From the manuals prepared, it is necessary to comply with other obligations, among them, to develop due diligence and KYC policies to identify the final beneficiary of the company's business relationships, to detect and mitigate all unusual or suspicious transactions and report them to the FGR (not only cash transactions), to train employees, to keep a historical record of the files analyzed, and above all, to appoint a compliance officer.

Why is it important to comply? Article 8 of the LCLDA establishes that, if there is any encumbrance due to negligence, impertinence or ignorance of the directors or employees of the companies, there will be a sanction of two to four years in jail.

Therefore, as a Firm we recommend:


We offer you our services, in order to comply with these legal obligations, so that your company has the peace of mind and support of a money laundering prevention system.

For more information about how this may affect your company, please contact our specialized team at bvaldez@bvaldezlaw.com  or  benjamin@bvaldezlaw.com