The Ecuadorian Law provides the following requirements to establish a foreign company branch:

a. Company’s organization documents (articles of association) duly notarized by a public notary and duly apostilled. We must note that the by laws  must contain the possibility of opening branches out of the main office’s country.

b. Resolution by the Board of Directors (notarized and apostilled) issued by the entity authorizing to open the branch in Ecuador. This resolution shall also determine that the company shall keep a minimum capital investment of US$ 2,000 to establish and maintain its domicile in Ecuador. The resolution shall also include a clause stipulating the appointment of a general representative  ( Ecuadorian or foreign)

c. Power of attorney (notarized and apostilled) granting the Company’s legal representative the necessary powers to execute acts, contracts, and reply to demands filed by third parties. Additionally, you must send a color copy of the agent’s passport.

As we mentioned before, the general power of attorney must be granted to an Ecuadorean citizen or foreiner  residing in Ecuador. If you decide to appoint an expatriate as the company’s representative, such person must seek for the resident visa (the procedure takes from two to three weeks more, for the visa process)

d. Certification of the company’s legal capacity issued by the Ecuadorean Consulate, stating that the company (main office) is legally                   established in the country and authorized to operate abroad.

PROCEDURE

Besides the above documents the procedure to establish a branch in Ecuador is the following:

a. All the aforementioned documents must be notarized before an Ecuadorian notary public (we will take care of this.)

b. The company must open an account in a bank that operates in Ecuador with a minimum capital investment of USD 2,000.            These funds may be withdrawn from the capital integration account once the domiciliation procedure is concluded; and the branch must            open a current account – in the same bank or in another.

c. These documents must be submitted to the Superintendence of Companies together with the domiciliation application signed by an  attorney.

d. Once the resolution is approved by the Superintendence of Companies, an abstract thereof and a copy of the power of attorney must be published in one of the main Ecuadorian newspapers.

e. After registering a company’s documents in the Mercantile Registry, the municipal patent must be paid (municipal tax paid on an annual            basis.)

f. Finally, we must obtain the IRS’ Registry number (RUC) at the Internal Revenue Service (SRI) with several authorizations and forms signed by the legal representative.

g. With the RUC, the Superintendence of Companies issues a certification authorizing the bank to make available the minimum investment amount deposited therein.

After the registration in the Mercantile Registry, the documents required to establish a branch, the company’s legal capacity in Ecuador, the branch may execute, acts, contracts, hire personnel and carry out all business activities.

The foreign company’s branch depends directly on its main office.