Plurinational Commercial Registry Service
A few months ago, the government passed Supreme Decree 4596 dated October 6, 2021, whereby the Ministry of Productive Development and Plural Economy, creates the Plurinational Commercial Registry Service (“SEPREC”), a decentralized public law entity that came into full force and effect on April 1, 2022, for purposes of replacing the administration and operation of the Commercial Registry, at a national level, which was formally overseen by the Foundation for Business Development (“Fundempresa”), thus, transferring all authority and competence with respect to administrating the services and recordings borne to the commercial register to SEPREC.
Furthermore, SEPREC issued Administrative Resolution 024/2022 dated March 28, 2022, which approves the new guide of procedures and tariffs for the Bolivian Commercial Registry, a compendium of procedures that covers economic benefits (zero cost for operational amendments proceedings, amendment of commercial activity, granting a 50% reduction fee for new registrations, and the issuance of commercial registration, as well as 30% reduction fee for the cancellation of the commercial registration) for sole proprietorships (individuals / individual merchants), maintaining unaltered the tariffs for commercial companies: Limited Company (in Spanish: Sociedad de Responsabilidad Limitada) (“S.R.L.”), Corporations (in Spanish: Sociedad Anónima) (S.A.), Limited Partnerships (in Spanish: Sociedad en Comandita Simple (S en CS or S.C.S.).
SEPREC is implementing a new requirement to carry out filings of acts of commerce and their recordings, whereby the legal representative of the commercial company must previously register as the legal representative or person in charge of the company, by accessing the Digital Citizenship online platform, and providing their identity card, photograph, and mobile number registration. The registration can be carried out both virtually and / or in person at a SEPREC office. The estimated turnaround should not take more than three (3) business days – when the registration of the representative is carried out virtually, subsequently the SEPREC personnel will reaches out to the representative to verify the appropriate registration.
Additionally, any request to record an act of commerce must be carried out by accessing the Digital Citizenship online platform. The company’s legal representative must create an online account / email registration, and complete and send the application form to register an act of commerce, by email, which generates a processing code and payment code. Payments are made at a Banco Unión SA branch, thus, limiting other alternative means of payment, that were formerly recognized by Fundempresa. Once the payment is made, one should visit the closest SEPREC office to file the documentation subject to registration, which is subject to review by the SEPREC analysts.
Another change being implemented by SEPREC, is that at the moment of filing the registration of any public deed, which implies an amendment of the deed of incorporation and / or statutes of a company, the filing party must simultaneously pay for a publication with the electronic gazette, which implies, a greater cost borne to the companies, since any red flags raised on the amended public deeds, by the new legal analysts of SEPREC, and the registering party will have to incur in additional costs for the review and analysis.
Finally, the change in administration of the commercial registry from Fundempresa to SEPREC, in our view, is burdensome to commercial companies, as they shall incur in greater delays and costs, due to red tape with respect to the corporate submissions and filing proceedings; limiting the payment of tariffs only to Banco Unión SA; a new prior payment requirement for the publication of public deeds and corporate amendments, in cases where the document subject to review by SEPREC has not been previously approved for publication.
The announced economic benefits for reducing tariffs, only apply to sole proprietorships / individual merchants.
