Bolivia - Establishing an Office Bolivia - Establishing an Office
Bolivia’s current Commercial Code defines the following business entities and outlines procedures for establishing each:
Stock Company or Corporation (Sociedad Anonima S.A.): a company in which common capital consists of transferable shares and in which each stockholder’s liability is limited to the number of shares held. Management is the responsibility of the corporation’s board of directors, which is comprised of three to twelve individuals (who may be shareholders) elected by stockholders. Business may be conducted by one or more shareholders, or by third parties appointed for this purpose for a limited period as indicated in company by-laws.
Partially State-Owned Corporation (Sociedad Anonima Mixta S.A.M.): similar to a Stock Company or Corporation, but with the participation of the Bolivian government as a share owner.
Limited Liability Company (Sociedad de Responsabilidad Limitada S.R.L.): a company in which each partner’s liability is limited to the amount invested. The firm may have between two and 25 partners. Capital shares must be paid in full at the time of incorporation.
General Partnership (Sociedad Colectiva S.C.): a company in which partners have both joint and individual liability.
Limited Partnership (Sociedad en Comandita Simple): a company consisting of one or more general partners, jointly responsible as ordinary partners, and one or more limited partners who are not liable for the partnership’s debts beyond the sum contributed as capital to common stock.
Joint Stock Company (Sociedad en Comandita por Acciones): a company whose partners are liable for obligations as ordinary partners, while limited partners incur no liability beyond the number of shares held.
Temporary Association (Asociación Accidental): a short-term agreement for commercial purposes without formal partnership in which two or more persons unite for one or more transitory or specific operations.
Individually Owned Company (Empresa Unipersonal): a company whose only owner is a person.
If a foreign firm would like to establish a wholly owned subsidiary in Bolivia, there is a separate registration process from registering a local company. Foreign firms wishing to establish a subsidiary should allow one to two months to complete the basic processes, which are the following:
Registration Procedures
Check for uniqueness of subidiary name at the Registry of Commerce in FUNDEMPRESA.
Retain an attorney to draw up the articles of incorporation, bylaws, and constitution act, and appoint a provisory board.
Notarize the articles of incorporation “Escritura de Constitución.”
Publish the company deed “Titulo de Constitución” in a national newspaper.
An accredited accountant prepares the opening balance sheet “Balance de Apertura.”
The opening balance sheet should have a seal administered by the Association of Accountants (Colegio de Contadores).
Register at the National Tax Service to obtain the Tax Identification Number (Número de Identificación Tributaria, NIT).
Obtain a municipal business license and a municipal registration card (Padrón Municipal) from the municipality where the
business is located.
Municipal Government inspects the technical and environmental characteristics of the venue.
Obtain evidence of a bank deposit equivalent to at least 25 percent of subscribed and no less than 50 percent of authorized capital.
Register company deed “Matricula de Comercio” with FUNDEMPRESA and obtain legal capacity.
Register at the appropriate Chamber of Commerce or Industry (optional).
Register for national health insurance and short-term disability coverage.
Register at the Ministry of Labor; enroll in the national health insurance (Caja Nacional de Salud).
Register employees with the pension fund managers (Administradora de Fondos de Pensiones/AFPs).
Register the company's name at the National Services of Intellectual Property (Servicio Nacional de Propiedad Intelectual/SENAPI).
There is a draft of a new Commercial Code that has not yet been approved, but the above information is not expected to change significantly in the new code.