By: Eduardo Cuellar
What does the arrival of Simplified Joint Stock Companies (SAS) entail in El Salvador?
This new reform seeks to optimize the registration and registration process, so that a single natural or legal person can establish the operation of a business in El Salvador; Informal commerce, micro, small and medium-sized enterprises (MSMEs) are included, reducing registration and registration processes to promote financial and banking inclusion in El Salvador, in order to generate greater and diverse opportunities for local entrepreneurs.
What is the legal basis of Simplified Share Companies (SAS) in El Salvador?
The legal basis is established in the reform of the Commercial Code of El Salvador, which includes Simplified Joint Stock Companies (SAS) with 11 articles and introduces 28 sections in which a specific chapter is incorporated on all the regulations that the companies will have. Simplified Share Companies (SAS) in El Salvador, with the objective of expanding the alternatives for establishing new companies in El Salvador, therefore, this type of company will belong to the capital commercial companies, established by Art. 18 literal II, of the Commercial Code of El Salvador.
What are the advantages of Simplified Joint Stock Companies (SAS) in El Salvador?
- Unipersonality: They can be constituted by a single person, whether natural or legal.
- Advantage for the individual trader: It allows you to separate your personal assets from the assets of the company, which limits liability and protects the natural or legal person.
- Flexibility in share capital: Set by shareholders, with free contributions starting at US$1, which can even be a contribution of work or labor.
- Creation by foreign companies: Allows registration and incorporation by foreign companies, facilitating the process through constituent documents from the country of origin apostilled and presented in Spanish.
- Transformation of existing companies: Existing companies can adopt the SAS type through their transformation or merger by approval of a general meeting or by social agreement.
- Access from abroad: Interested persons abroad can establish companies within the country using a certified electronic signature.
How will Simplified Joint Stock Companies (SAS) work?
- It can be created individually, that is, a natural or legal person.
- It will be constituted, modified, transformed, dissolved, liquidated and carry out all its corporate acts using forms that will be issued by the Registry of Commerce in El Salvador.
- The share capital must be 100% subscribed and when the company is subject to the variable capital regime, the minimum must be indicated, which is freely established from the minimum amount of US$1.00.
- They can adopt the Variable Capital Regime in El Salvador.
- The forms will be allowed to be managed with a certified electronic signature, likewise, the shares may also be electronic, and the meetings of shareholders and directors can be carried out with online deliberation, as well as the use of books, allowing any means. technological that ensures the identification of attendees, confidentiality and conservation of information.
- Companies that have less than 10 workers and their income is less than 482 minimum wages will not need to appoint an external auditor; it will be enough for them to keep formal accounting and comply with commercial obligations in El Salvador.
- If a time is not established for the administration of the company, it will be taken indefinitely.
- The legal personality and assets of the simplified stock company are considered independent of its shareholders. Said personality is acquired at the time of registration in the Commercial Registry in El Salvador, their liability will be limited to the value of their shares.
- The company name must be freely followed by the expression “Simplified Joint Stock Company” or its abbreviation SAS, and be different from any other company existing in El Salvador.
- For its creation, a certified electronic signature is allowed, therefore it is not necessary for the Legal Representative to be domiciled in El Salvador.
This type of company will allow the formalization of trade to expand, due to its practicality and ease of incorporation. As soon as they begin to converge with everyday life we will be able to see their greatest benefits.