A couple of months ago, the Ministry of Industry and Commerce (MIC) launched its online platform for entrepreneurs to incorporate Empresas por Acciones Simplificadas (EAS) free of charge.
If you are interested in this type of vehicle, you will need a copy of your identity card, an electronic account (identidad electronica) and a printer to print the charter based on the template suggested by MIC.
From MIC’s online platform, you will be able to obtain the incorporation of your EAS, its record with the Tax Authority, the Ministry of Labor and Employment, the Social Security Authority and the Registry of Legal Entities and Ultimate Beneficial Owners.
The only expected off-line step in all this process is a visit to the Tax Authority for the enrollment of your biometric data.
Please find below all there is to know about the incorporation and maintenance of your EAS.
1. An EAS may be incorporated by one person only.
2. It has legal status (different from its members/shareholders).
3. MIC’s platform will link your corporate purpose to the “Clasificador de Actividades Económicas” (Registry of Economic Activities), which is similar to the one made available by the Tax Authority. The platform allows you to include up to six economic activities from the “Clasificador” as the EAS’s corporate purpose.
4. Shareholders can make equity contributions in cash or in kind.
5. If the EAS’s equity exceeds Gs. 2,631,401,800.00, shareholders should deposit 20% of equity in Banco Nacional de Fomento (a State-owned bank). Shareholders will recover such amount once the EAS is incorporated.
6. In all cases, shareholders should pay up 100% of the share capital within 2 years from its incorporation.
7. EAS should honor its obligations with its assets. Shareholders are liable up to the amount of their equity contributions.
8. The EAS is governed through a Governing Body that consists of a meeting between its members. It is not necessary to publish callings of meetings in the newspapers to hold these meetings and, provided 100% of the share capital is represented in any meeting, the governing body is allowed to hold meetings immediately without further formalities.
9. The EAS is not required to have an Administration Body. If the creation of an administrative body is not stipulated, a legal representative appointed upon incorporation or at a later stage by the Governing Body will hold all the administrative responsibilities and legal representation of the EAS.
10. MIC’s online platform facilitates the registration of any EAS in the RIEL (Industrial Registry) and in the REPSE (Registry of Service Providers), which are mandatory registries for companies that carry out industrial or service activities, respectively.
11. Additionally, MIC’s online platform simultaneously processes the MIPYMES certificate if:
- the EAS falls within the Crafts, Industrial, Agro-industrial, Agricultural, Forestry, Commercial or Services, categories and
- its assets do not exceed G. 2,631,400,800.
12. The EAS will have the possibility of accessing benefits with Bancard (credit card payment processor) for payment with QR Code and POS (e.g. processing services free of charge for 6 months to 1 year). Such benefits exclude commission payments.
If you have any questions or need help with the incorporation of an EAS, do not hesitate to contact us.