The S.A.S.: the legal form that redrew Ecuador’s corporate map

The simplified stock company (S.A.S.) is Ecuador's youngest corporate figure and already the dominant one: the registry holds over 91 thousand companies incorporated under that form, and among those born in the last 45 days, 95 of every 100 are S.A.S.: a complete reversal in a country where the stock corporation reigned for decades.

Where it came from

It was created by the Ley Orgánica de Emprendimiento e Innovación, published in Registro Oficial supplement 151 of February 28, 2020. The Superintendencia de Compañías enabled online incorporation in May 2020, at the height of the pandemic, and the figure took off immediately.

That calendar explains part of the phenomenon: the S.A.S. arrived exactly when going to the notary and queuing at a counter had become impossible.

What it allows, exactly

• No minimum capital. Unlike the stock corporation ($800) and the limited company ($400), the S.A.S. can be incorporated with whatever capital the shareholders decide.
• A single shareholder. It was born single-owner in 2020, three years before the 2023 reform extended that possibility to the other figures.
• Private document. It is incorporated without a public deed, that is, without a notary: an online filing before the Superintendencia. It does require the electronic signature of the signatories.
• Flexible bylaws. The bylaws are the internal rulebook the owners sign at incorporation, and in the S.A.S. a good share of the rules (how shares transfer, how it is governed) is left to what they agree.

What does not change

An S.A.S. is a company like any other in what matters to the public: it registers in the corporate registry, holds a RUC (its taxpayer number), must keep accounts, invoice electronically and file financial statements within the first four months of each year (Ley de Compañías, art. 20). Its corporate information is public, which is why it appears in this directory just like a century-old corporation.

Worth underlining because the name misleads: simplified refers to the incorporation and internal governance, not to the obligations before the State. The annual calendar is the same, and noncompliance has the same consequence: failing to file financial statements two years in a row is grounds for dissolution.

Bylaw freedom, and its flip side

The S.A.S.'s flexibility is its greatest virtue and its most common trap. Since much of the internal rulebook is left to the bylaws, a generic template copied without thought leaves unresolved exactly what gets fought over later: how a partner enters and exits, what happens if one wants to sell their stake, who decides a tie, how profits are distributed.

In a limited liability company many of those answers come from the law by default: transferring ownership interests, for instance, requires the capital's unanimous consent (Ley de Compañías, art. 113). In an S.A.S., if the bylaws stay silent, the conflict is settled once it already is a conflict. That is the strongest argument for drafting them with a lawyer even if the filing takes a day.

The visible effect in the data

The reversal shows in any cut of the registry: the S.A.S. concentrates the vast majority of recent incorporations in every province, while the classic figures have nearly stopped being used to start from scratch. You can verify it on the S.A.S. page, with its demography by year, and compare it against the stock corporation or the limited company. To choose a figure, the full comparison is in our company types guide; for the procedure, in how a company is incorporated.