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Doing Business in Bolivia
 
 
 

Forms of Business Organisation

Corporations and Limited Liability Partnerships (“LLP”) are the most common business enterprises incorporated under Bolivian law. These business entities share common aspects, but differ in complexity of structure and methods of ownership.

The organisational structure of a Corporation consists of the following tiers: three or more shareholders,
directors/officers and a comptroller.

Shares represent ownership interests in a Corporation. They are freely transferable by endorsement and such transfer is tax exempt.

The ownership and management structure for a LLP requires a minimum of two partners. A Board of directors is optional, and no comptroller or by-laws are required.

Capital quotas represent ownership interests in a LLP. Transfer of capital quotas must be approved by all partners and is tax exempt. Each time partners transfer capital quotas, the articles of incorporation must be amended.

For the incorporation of a corporation or LLP, the following information is required:

• Name, age, marital status, nationality, profession, domicile and I.D. number of those people that will become partners or shareholders and/or name, nature, nationality and domicile of those entities that will become partners or shareholders;

• There are no limitations or special restrictions for foreign partners or shareholders. In the case of a foreign entity, a certificate of good standing is required;

• Name and domicile;

• Purpose;

• Paid in capital.

A minimum of three directors is required for Corporations. Board members may be of any nationality and may reside outside Bolivia. Corporations also require a comptroller and alternate who must be domiciled in Bolivia. The mentioned corporate bodies are not required for a LLP.

The nearest Bolivian Consulate must legalise the incorporation documents. Further, said documents must be
submitted in Spanish. Translated documents into Spanish may be filed provided a court appointed translator in Bolivia has translated them.

A special power of attorney may be granted for purposes of incorporating a Bolivian entity. As with all other
documents, said power of attorney must be in Spanish and legalised by a Bolivian Consulate.

The first step in forming a local entity is the filing of articles of incorporation, by-laws, tax ID and all other
documents required by law. Said filing is done before the Bolivian Commerce Registry (FUNDEMPRESA). Provided all documents are in good standing, the Bolivian Commerce Registry shall issue a licence allowing for the commencement of operations of the new entity. The licence is usually issued within three weeks from the moment that all pertinent documentation has been filed.


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