SIMPLIFIED JOINT STOCK COMPANIES

SIMPLIFIED JOINT STOCK COMPANIES

SIMPLIFIED JOINT STOCK COMPANIES

Published on january 31 , 2024

Foto de Mauricio Jose Guandique Cabezas

Mauricio Jose Guandique Cabezas - Associate

Last December, the Legislative Assembly approved reforms to the Commercial Code of El Salvador, in which a new topic was incorporated, at least within our national legal system, we are talking about Simplified Joint Stock Companies
One of the elements that has attracted the most attention is that these companies can be incorporated by a single person. In addition, we can highlight the following elements:
  • ● They can be incorporated by individuals, whether natural or legal persons.
  • ● The share capital can be freely established from the minimum amount of $1.00; the parties can make the payment in addition to cash, in goods, kind, industry.
  • ● They shall be constituted, modified, transformed, dissolved, liquidated, and perform all their social acts by means of forms to be issued by the Registry of Commerce in El Salvador.
  • ● It will be allowed that the forms can be managed with certified electronic signature, also the share titles can be represented electronically, the shareholders and directors’ meetings can also be carried out with online deliberations, as well as, the use of books, allowing any technological means that ensures the identification of the attendees, the confidentiality and conservation of the information.
  • ● They may adopt the regime of variable capital.
  • ● The appointment of an internal or external auditor or supervisory board is not mandatory (when they are classified as micro-entrepreneurs due to their size).


They may be created by a foreign company, complying with the requirements of the constitutive documents in the country of origin, translated into Spanish (if applicable), duly apostilled. In addition, they must present the document that proves legal representation or the appointment of the attorney-in-fact in that country, so that it can be applied in the same way in El Salvador.

Undoubtedly, this represents an effort to promote the formalization of small traders. There are many novels and even technological aspects to consider; as we know, the economy and technology are much faster than the law.

An example of this is the following: these companies will be constituted, modified, transformed, dissolved, liquidated and all their social acts will be carried out through forms issued by the Registry of Commerce in El Salvador, contrary to the formalities that are currently required for the constitution of other companies, which require that it be done in a public deed.

The amendments to the Commercial Code also establish that the registration of simplified joint- stock companies will be free of charge for a period of one year from the entry into force of the amendment. The registration of your company, premises, branch, or agency for the first time at the Registry of Commerce of the National Registry Centre in El Salvador will not be subject to any fee.

Now, what happens with those companies already incorporated, can they adopt the SAS type? Yes, this can be done through the transformation or merger of the company, with prior approval of the general meeting and modification of the articles of association.

Undoubtedly, making this type of updates can be seen in a very good light for the economic dynamics of a country and especially when it is to promote formal commerce; this will contribute to financial and banking inclusion in the country, as a new way of creating companies in El Salvador.
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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