Corporate lawyers in Quito and Guayaquil who support your company from incorporation to mergers and acquisitions: corporate structure, due diligence, corporate governance and compliance before the Superintendency of Companies, backed by every practice area of the firm.
The decisions that define a company —who controls it, how it grows, who it partners with and how it is sold— are made once and lived with for years. That is why each one deserves a legal structure built to last.
Corporate law supports a company from the day it is born until it transforms, is sold or closes. These are the stages in which we work with our clients and what we do at each one.
We choose the type of company with you —S.A., Cía. Ltda. or S.A.S.—, draft tailored bylaws and handle the registration.
We define who decides what: shareholders' meetings, boards, officers, powers of attorney and shareholders' agreements.
We keep the company up to date before the Superintendency of Companies, Securities and Insurance and the tax authority (SRI).
We support capital increases, the entry of new partners and foreign investment, and the arrival of international groups in Ecuador.
We structure, review and negotiate purchases, sales, mergers and alliances, from the first letter of intent to closing.
Spin-offs, conversions, partner exits, dissolution and liquidation, in an orderly way and with no pending contingencies.
Nine services that cover the legal life of your company. Each one is tailored to your industry, the size of the transaction and the moment your company is in.
We design the legal structure that best fits your business, your partners and your growth plans. We incorporate corporations (S.A.), limited liability companies (Cía. Ltda.) and simplified stock companies (S.A.S.), as well as branches of foreign companies.
We organize decision-making to prevent deadlocks and conflicts: bylaws, shareholders' agreements, meeting and board rules, powers of attorney and internal policies.
We manage the company's legal calendar: meetings, minutes, appointments, bylaw amendments and annual filings before the Superintendency of Companies, Securities and Insurance and the SRI.
We advise on the purchase, sale or merger of companies and businesses: deal structure, negotiation, contracts, approvals and closing, coordinating all the transaction advisors.
We review the legal standing of a company before you buy it, invest in it or partner with it, and deliver a clear report of prioritized risks, with recommendations for the contract and the price.
We advise foreign groups arriving in Ecuador and Ecuadorian companies that are growing: investment vehicle, branches and subsidiaries, and coordination with the firm's other practice areas.
Mergers, spin-offs, conversions and reorganizations of business groups, to simplify structures, separate businesses or prepare them for a sale.
We manage the orderly exit of partners and the closing of companies, in full compliance with the authorities and without leaving open contingencies.
We draft and negotiate the contracts that support your company's operations, with clear clauses on risks, guarantees and dispute resolution.
A purchase, sale or merger involves lawyers, accountants, banks and authorities. We handle the legal side from end to end and coordinate everyone else so the deal moves forward without surprises.
We define how the deal will be done: share or asset purchase, merger or alliance, and its corporate and tax effects.
We review the target company and prioritize the risks that could change the price or the contract.
Letter of intent, purchase agreement, representations and warranties, price adjustments and indemnities.
Corporate approvals and, where applicable, notification to the Superintendency of Economic Competition.
We coordinate signatures, payments, share transfers, registrations and management changes.
After closing we put in order the bylaws, powers, contracts and staff of the acquired company.
A legal due diligence is an in-depth review of a company before you buy it, invest in it or partner with it. With artificial intelligence tools we review large volumes of documents in less time, and our lawyers validate every finding.
Each risk is classified by severity, with its likely effect on the deal and how to cover it in the contract, in the price or with a condition precedent to closing.
Titles, shareholders, minutes, powers and compliance before the Superintendency.
Contracts, payroll, social security, lawsuits and employee contingencies.
Tax returns, assessments, proceedings with the SRI and structural risks.
Customers, suppliers, change of control, exclusivity and penalties.
Trademarks, trade names, software and ownership of intangible assets.
Databases, consents and compliance with the personal data protection law.
Lawsuits, administrative proceedings, permits and operating licenses.
Background and reputation of partners and counterparties, with the support of Fextor.
Almost no corporate decision is purely corporate: an acquisition touches employment contracts, taxes, trademarks and personal data. That is why the corporate team works hand in hand with the firm's other practice areas and gives you a single strategy. Explore how they connect.
With our own offices in Quito, Guayaquil, Bogotá, Medellín and Lima, the corporate practice offers a regional service: business owners who invest or grow in the region clearly understand the corporate, tax and labor rules of each country before deciding, and receive a single strategy for their whole group.
One team coordinates your group's structure in all three countries, with a single point of contact.
We explain in the same language what each country requires to incorporate, operate, report and close.
Incorporation and maintenance of companies and branches in Ecuador, Colombia and Peru.
All three countries are members of the Andean Community: we draw on its common rules on trade and investment.
We get to know your company, your partners and what you want to achieve, in full confidentiality.
We review bylaws, minutes, contracts and compliance to identify risks and opportunities.
We propose the route, timeline and team, including the firm's practice areas that need to be involved.
A lead lawyer coordinates everything and keeps you clearly informed at every step.
Matters we have worked on, described without revealing our clients' identity.
We supported the company in reviewing and redesigning its corporate structure, bylaws and governing bodies to align them with its growth strategy. The work included the analysis of legal and regulatory risks, coordination with the authorities and the implementation of good corporate governance practices, without affecting business continuity.
We advised on and handled the incorporation of the Ecuadorian subsidiary of a U.S. business group, including corporate structuring, regulatory alignment and coordination with the competent authorities throughout the investment process.
We reviewed the company's bylaws, internal processes and corporate responsibilities to strengthen its legal certainty and regulatory compliance, and allow it to grow under a more solid corporate model.
Every case is different. Results obtained in previous matters do not guarantee a similar outcome in other cases.
Fexlaw is recognized by Leaders League, Chambers and Partners, IP STARS and WTR 1000. Its corporate practice works to the same standard, backed by every practice area of the firm.
The Corporate Law practice is led by a team that combines corporate, labor, civil and administrative practice, with a presence in Quito, Guayaquil, Bogotá and Lima.
Practice leadGeneral answers to common questions. Every company is different: write to us so we can review your case.
It depends on the number of partners, how ownership will be transferred, the capital and the investment plans. The most common forms are the corporation (S.A.), the limited liability company (Cía. Ltda.) and the simplified stock company (S.A.S.). We analyze your case and recommend the structure that best fits your business.
It is an in-depth review of a company's legal standing before buying it, investing in it, merging or partnering with it. It reveals its corporate, labor, tax, contractual and regulatory risks so they can be covered in the contract, in the price or with conditions precedent to closing.
Among others, holding its shareholders' meetings, keeping appointments and corporate books up to date, and filing its financial statements and partner or shareholder information every year. We manage that calendar so the company avoids fines and keeps its good legal standing.
It governs what the bylaws cannot foresee: how important decisions are made, what happens if a partner wants to sell, how deadlocks are resolved and how dividends are distributed. It is the best tool to prevent disputes between partners.
It can incorporate a subsidiary, open a branch or acquire an existing company. We advise on the structure, the registration of the investment, permits, visas for its executives and tax and labor compliance, with a single coordinated team.
Yes. Fexlaw has its own offices in Bogotá, Medellín and Lima, in addition to Quito and Guayaquil. The corporate practice coordinates the incorporation and maintenance of subsidiaries and branches in all three countries and clearly explains the differences between their rules, with a single responsible team.
Some economic concentrations must be notified to the Superintendency of Economic Competition before closing, depending on the turnover of the companies involved. We review this in every deal together with our Competition Law practice.
Choose the option that best describes your situation and we will write to you directly on WhatsApp to schedule a confidential initial meeting.
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