SIMPLIFIED JOINT STOCK COMPANIES
SIMPLIFIED JOINT STOCK COMPANIES
Published on january 31 , 2024
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 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.
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.