Author Archives: Jorge Cadena

Supplement No. 81 of the Official Register, dated July 15, 2025, published the General Regulations to the Organic Law on National Solidarity (the “Regulations”), which establish the following transitional regime applicable to Simplified Stock Companies (SAS) incorporated prior to the enactment of the law:

1. Within a period of six (6) months from the date the Regulations are published in the Official Register, SAS incorporated prior to the Organic Law on National Solidarity that include in their bylaws activities related to financial operations, securities markets, insurance, mining, or strategic sectors must: i) Transform into another form of commercial company that is legally authorized to engage in such activities; ii) Amend their bylaws to remove the prohibited activities; or iii) Voluntarily dissolve and liquidate. Failure to comply within the prescribed period may result in the Superintendence of Companies, Securities and Insurance ordering the dissolution of the company by operation of law.

1. Permits and authorizations granted to SAS engaged in mining or strategic sector activities, prior to the Organic Law on National Solidarity, shall remain valid for a period of six (6) months from the date the Regulations are published in the Official Register. During this period, if the company opts to transform, such permits must be updated to reflect the newly adopted company type. For this purpose, submission of the duly registered transformation document will be deemed sufficient. As the transformation does not alter the company’s legal personality, which continues to exist under the new legal form, no additional documentation shall be required for the issuance of the updated permits.

1. The ministries responsible for the oversight of strategic sectors shall provide the Superintendence of Companies, Securities and Insurance with relevant information regarding activities that must be expressly listed as prohibited for SAS.

Such information must be submitted within two (2) months from the date the Regulations are published in the Official Register.

Milton Carrera, Partner at CorralRosales
mcarrera@corralrosales.com
+593 2 2544144

The “Law on the Prevention, Detection, and Combating of the Crime of Money Laundering and the Financing of Other Crimes” (“Law”), published in the Official Register Fourth Supplement No. 610 on July 29, 2024, will enter into force on July 29, 2025.

The Law establishes that the Financial Policy and Regulation Board (“Board”) is the governing authority in matters related to the prevention of money laundering and the financing of other crimes.

The Financial and Economic Analysis Unit (“UAFE”) is the technical entity responsible for gathering information, preparing reports, and implementing national policies to prevent, detect, and combat money laundering and the financing of crimes. In addition, it has the authority to impose sanctions on obligated entities.

The “Law on the Prevention, Detection, and Eradication of the Crime of Money Laundering and the Financing of Crimes” is repealed[1].

Below are the main aspects covered by the Law:

1. Obligated entities

The Law establishes the following as obligated entities:

• Financial sector
  1. Public: Banks and cooperatives
  2. Private: multiple and specialized banks; financial services (general deposit warehouses, exchange houses, and corporations for the development of the secondary mortgage market); credit card administrators; companies providing national and international money transport services.

• Popular and solidarity-based financial sector
  1. Central savings banks
  2. Communal banks and savings and loan associations
  3. Mutual savings and loan institutions for housing
  4. Credit card administrators

• Insurance system entities that issue life or investment-related insurance
  1. Companies engaged in insurance operations
  2. Reinsurance companies
  3. Reinsurance intermediaries
  4. Insurance advisor-producers

• Non-financial entities that grant credit above the limits established by the Board

• Entities participating in the National Payment System[2]

• Entities offering financial leasing services

• Companies engaged in currency exchange services

• Corporate service and trust service providers

• Acting as a trustee of an express trust

• Virtual asset service providers: those whose business involves the exchange between virtual assets and legal tender; exchange between one or more forms of virtual assets; transfer of virtual assets; custody or administration of virtual assets or instruments enabling control over virtual assets; and participation in or provision of financial services related to an issuer’s offer or sale of a virtual asset

1. Lawyers and accountants as obligated entities

The Law establishes that lawyers and accountants will be considered obligated entities when they carry out transactions on behalf of their clients involving:

1. Purchase and sale of real estate
2. Management of the client’s money, securities, or assets
3. Management of bank accounts
4. Organization of contributions for the creation or management of companies
5. Creation, operation, or management of entities

Independent lawyers and accountants are required to report suspicious transactions carried out by their clients if they act as legal representatives, provided that the relevant information was not obtained when they are subject to professional secrecy.

• Responsibilities of the obligated entities

1. Develop a program for detecting, preventing, mitigating, and managing risks related to money laundering, the financing of terrorism, and the proliferation of weapons of mass destruction.

1. Design and implement a risk management methodology for money laundering that includes: identification, assessment, monitoring, management, and mitigation of risks.

1. Develop and implement a methodology that categorizes risks as high, medium, or low, and incorporates at least the following risk factors: clients and users, products or services, geographic areas, distribution channels, and transaction patterns.

1. Apply due diligence to current or potential clients and suppliers, considering the following:

1. Confirm the identity of clients or suppliers.
2. Identify and confirm the authorization of the individual acting on behalf of the client.
3. For entities, identify and verify the beneficial owner of the entity or trust.
4. Gather information on the purpose of the business relationship and the source of funds.
5. Continuously monitor the business relationship and review transactions to ensure they align with the client’s profile and risk level.

For clients that are entities, legal structures, or trusts, the identification and verification must include:

1. Name, legal or trade name, legal form, proof of existence, and address of the main office;
2. The governing authorities of the entity, legal structure, or trust, as well as the names of the individuals holding senior management positions; and
3. Understanding the nature of the client’s or supplier’s business, and their ownership and control structure.

If the obligated entity fails to comply with risk-based due diligence measures, it may not initiate a business relationship, open an account, or execute a transaction. If the business relationship has already begun, it must be terminated, and a suspicious transaction report must be submitted to the UAFE.

1. Request the corresponding registration code from the UAFE.

1. In In the event of suspicion of illicit activity, a suspicious transaction report must be submitted to the UAFE within five days of becoming aware of the activity.

1. Report to the UAFE all individual operations or transactions equal to or greater than USD 10,000, within the first 15 days of each month.

1. Record the absence of suspicious transactions in the UAFE’s reporting system within 10 days after the end of each month.

1. Administrative violations and sanctions

Violations are classified as follows:

1. Minor violations: a fine of one to ten unified basic salaries will be imposed for the following offenses:
   • Lack of training for personnel in matters related to money laundering prevention;
   • Failure to comply with regulations issued by the supervisors of obligated entities; and
   • Failure to implement risk mitigation or management measures when low-risk situations have been identified.

1. Serious violations: a fine of eleven to twenty unified basic salaries will be imposed for the following situations:
   • Improperly requesting the registration code issued by the UAFE or operating with an outdated code;
   • Incomplete, incorrect, or late reporting of suspicious transactions to the UAFE;
   • Delays in providing information required by the UAFE;
   • Failure to appoint a compliance officer;
   • Failure to implement due diligence measures;
   • Failure to comply with continuous monitoring provisions regarding the commercial relationship with the client;
   • Failure to comply with provisions related to electronic transactions concerning the information of the originator and beneficiary, and their retention;
   • Failure to implement due diligence and mitigation measures by identified money laundering risk;
   • Failure to implement mitigation or risk management measures when medium or high-risk situations have been identified;
   • Failure to comply with the provisions for the development and implementation of a program for the detection, prevention, and management of money laundering risks; and
   • Repeated commission of the same minor violation within one year.

1. Severe violations: a fine of twenty to forty unified basic salaries will be imposed for the following offenses:

• Operating without the registration code issued by the UAFE;
• Operating without the required registration, license, or authorization related to money laundering prevention;
• Failure to retain records of information for ten years;
• Failure to report suspicious transactions to the UAFE;
• Holding or opening an account without identifying the beneficial owner, or holding or opening anonymous accounts;
• Maintaining a business relationship or account without ongoing identification of the beneficial owner;
• Initiating, continuing, or failing to terminate a relationship with a shell bank;
• Disclosing to unauthorized third parties the submission or existence of a suspicious transaction report or any information sent to the UAFE, or revealing that a suspicious transaction is under examination;
• Failure to provide information required by the UAFE;
• Refusing, preventing, obstructing, or hindering the oversight, supervision, and monitoring conducted by regulatory bodies;
• Failure to comply with preventive measures ordered by the competent authority;
• Failure to implement corrective measures; and
• Disclosing or using information classified as confidential or secret by the UAFE.

[1] Official Register Supplement No. 802 of July 21, 2016.

[2] Entities that belong to the Central Payment System include: the interbank payment system, interbank collection system, check clearinghouse, specialized clearinghouses, online payment system, integrated payment system, and the instant payment network; and to the Auxiliary Payment System: financial institutions, auxiliary service providers of the financial system, technology service providers, specialized electronic deposit and payment companies, and administrators of the Auxiliary Payment System (Resolution No. JPRM-2024-018-M).

Dario Escobar, Asociado en CorralRosales
descobar@corralrosales.com
+593 2 2544144

On July 12, 2025, Ecuador’s Official Register published the Organic Law for the Strengthening of Protected Areas. The law introduces significant amendments to the country’s aviation legal framework aimed at facilitating the entry of new international air operators into the domestic market.

Key reforms:

1. Automatic recognition of foreign air operator certificates (AOCs). A new general provision has been added to the Aeronautical Code that allows international operators domiciled in Ecuador to use their Air Operator Certificate (AOC) issued by their home state authority without further validation once they obtain their operating permit from the National Civil Aviation Council (CNAC). The Civil Aviation Authority (DGAC) must issue the technical regulations implementing this recognition within 30 days.

1. Requirements to Provide Air Services The amendment to Article 59(5) of the Civil Aviation Law clarifies that air services may be provided by legal entities authorized by the CNAC without requiring them to incorporate as Ecuadorian companies.

Comment

These reforms eliminate key barriers to entry in Ecuador’s domestic market by reducing the time and cost of regulations for foreign airlines that wish to operate internal routes. Using a foreign Air Operator Certificate (AOC) directly eliminates duplicative technical certification processes, representing a significant improvement over the previous regime.

The new framework is also expected to increase national air connectivity, particularly on underserved routes, and boost competition, which will help lower domestic airfares for passengers.

The CorralRosales aviation law team is prepared to guide international operators through the entire Operating Permit process and coordinate technical matters with the DGAC.

Xavier Rosales, Partner at CorralRosales
xrosales@corralrosales.com
+593 2 2544144

Veronica Olivo, Associate at CorralRosales
volivo@corralrosales.com
+593 2 2544144

By Resolution No. NAC-DGERCGC25-00000014 dated June 27, 2025, the Tax Authority (SRI) amended the provisions regarding the cancellation and transmission of sales and withholding receipts, and supplementary documents.

1. Cancellation:

Sales and withholding receipts, and supplementary documents may be canceled through the SRI platform until the 10th day of the month following their issuance. If this date falls on a rest day, cancellation may be made on the next business day.

If this period has passed, sale receipts may only be canceled by issuing a credit note within 12 months following the issuance of the affected receipt.

For the cancellation to proceed, the recipient of the receipt must accept it through the SRI platform within 5 business days from the date of the request. If no response is received, the receipt will remain valid.

Invoices issued to final consumers, as well as sales and withholding receipts supporting tax refunds, may not be canceled.

1. Transmission of receipts:

The four-business-day period for transmitting receipts to the Tax Authority is eliminated. From the effective date of the reform, transmission must be carried out at the time of generation.

The reform will take effect on August 1, 2025.

Andrea Moya, Partner at CorralRosales
amoya@corralrosales.com
+593 2 2544144

Mateo Bravo, Associate at CorralRosales
mbravo@corralrosales.com
+593 2 2544144

The Law on Public Integrity (“LOIP”), published in the Official Register Third Supplement No. 68 on June 26, 2025, amends several legal frameworks. Below is a summary of the reforms in tax, financial, and public procurement matters.

Tax

1. A remission of interest, fines, costs, and surcharges is established on the full or partial payment of tax obligations generated up to December 31, 2024. Payment must be made by December 31, 2025. This measure applies to taxes administered by the Internal Revenue Service (SRI), except for income tax corresponding to fiscal year 2024.

2. Interest paid in tax refund procedures will accrue from the date the request is submitted until its resolution. The interest rate is reduced to 50% of the 90-day benchmark lending rate set by the Central Bank of Ecuador, compared to 100% prior to the reform.

3. If the tax authority initiates a determination process within the framework of an administrative refund claim, the duration of that process will not be considered for the calculation of interest.

Financial

1. The Financial Policy and Regulation Board and the Monetary Policy and Regulation Board are merged into the new Monetary and Financial Policy and Regulation Board (JPRMF).

2. The JPRMF’s main responsibilities include the development of monetary, credit, financial, securities, insurance, and prepaid healthcare policy and regulation.

3. Within 90 days of its formation, the JPRMF must identify savings and credit cooperatives that must be transformed into private financial sector corporations, which will then fall under the supervision of the Superintendence of Banks.

Public Procurement

1. The principle of best value for money is incorporated into public procurement.

2. The acquisition of medicines, strategic goods, and related services by entities providing healthcare services will be carried out under a special regime. Previously, related services were not included under this regime.

3. Maintaining outstanding obligations with the SRI or entities with coercive powers is now grounds for suspension of the RUP (Unified Registry of Suppliers).

4. During the preparatory phase of procurement processes, contracting entities may conduct preliminary market consultations. Participation in these consultations will not preclude suppliers from participating in the pre-contractual phase.

5. Consulting services will be contracted through a public tender when the reference budget exceeds US$10,000. If equal to or less, they may be contracted through direct contracting.

6. SERCOP may authorize purchases outside the electronic catalog if two conditions are met: (i) the external supplier offers the same standards and conditions as catalog suppliers; and (ii) the price is at least 5% lower than the catalog price.

7. The contract administrator will be responsible for processing and following up on payments to the contractor. If the contracting entity unjustifiably delays payment, it may not require the contractor to comply with or advance contract execution.

8. At any stage of execution, contracting entities must respond to contractor requests or petitions within the timeframe set in the contract, which may not exceed 10 business days.

9. Construction contracts must include a clause for the immediate replacement of the inspector if they fail to perform their duties.

10. Penalties for delays will be calculated per day on the unfulfilled obligation, according to parameters to be established in the LOSNCP regulations. The entity may set a maximum penalty percentage.

11. Before final payment or settlement, the contracting entity will offset amounts owed with firm debts owed to the Office of the Comptroller General. This does not apply if the debts are under administrative or judicial appeal.

12. Procedures, claims, and contracts initiated before June 26, 2025, will be governed by the rules in force at the time of their initiation, filing, or execution, respectively.

13. The President must issue the new LOSNCP regulations by August 10, 2025.

Andrea Moya, Partner at CorralRosales
amoya@corralrosales.com
+593 2 2544144

Juan Fernando Riera, Associate at CorralRosales
jriera@corralrosales.com
+593 2 2544144

Mario Fernandez, Associate at CorralRosales
mfernandez@corralrosales.com
+593 2 2544144

The Board of Directors of the Mining Regulation and Control Agency (“ARCOM”), through Resolutions No. ARCOM-002/25, No. ARCOM-004/25, and No. ARCOM-005/25 has amended the regulations governing control and oversight in the mining sector.

These reforms aim to address key challenges in the mining industry, particularly regarding transparency, traceability, and efficiency in administrative processes. They also establish the requirements, documentation, and procedures necessary to obtain the “Certificate of Export of Mining Products,” which is required for the legal export of metallic and non-metallic minerals by small-, medium-, and large-scale mining operations in Ecuador.

Below is a summary of the most important changes introduced by the three resolutions:

Resolution No. ARCOM-002/25 – INSTRUCTIONS FOR THE MINING REGISTRY OF THE MINING REGULATION AND CONTROL AGENCY

1. Technological modernization of the registry. All registrations must be carried out through standardized technological systems, according to the guidelines set by the Ministry of Telecommunications.

1. Designation of registry officers in each District Directorate. Each office must have qualified personnel legally responsible for processing registrations. These officers must meet specific requirements (law degree, 3 years of experience, Ecuadorian nationality).

1. Strict deadlines and accountability. Registry officers will have three (3) days to process applications. Failure to do so without justification will trigger disciplinary proceedings.

1. Creation of the Digital Record Book. This electronic book will be the sole valid method to log applications, replacing physical records. ARCOM will soon publish a Methodological Guide for its use.

1. Detailed contents of the new Mining Registry. The updated registry must include:

1. Concessions, amendments, objections, and relinquishments.
2. Suspensions, expirations, and nullifications.
3. Licenses for mineral trading and export.
4. Authorizations for processing and beneficiation plants.
5. Mining associations and cooperatives.
6. Succession-based effective possession.
7. Other actions as determined by ARCOM’s Board.

1. Processing procedures initiated before May 2023. These will continue under the previous regulation. Physical registry books must be submitted to the Executive Director within 3 days and fully digitized within 12 months.

1. Purpose of the new instruction. This new instruction reflects ARCOM’s commitment to a more orderly, modern, and supervised mining sector. By digitizing the registry and assigning individual responsibility for recorded data, it protects state assets, combats informality, and strengthens legal certainty.

Resolution No. ARCOM-004/25 – REGULATION FOR THE CONTROL OF MINERAL EXPORTS

1. The regulation applies to holders of mining rights operating under small, medium, and large-scale mining regimes. Both individuals and companies must comply with its provisions if they intend to export minerals from Ecuador.

1. Production Certificate. Issued by authorized mining titleholders, this document must detail the volume, origin, mineral type, purity, and other technical data. Only analyses conducted by laboratories accredited by the Ecuadorian Accreditation Service (“SAE”) will be valid.

1. Packing List. A detailed inventory of each shipment, including weights, destination, port of exit, and other verification data. This document must be electronically signed.

1. Certificate of Export of Mining Products. Issued exclusively by ARCOM, this certificate legally authorizes the export of minerals. No exports may proceed without it.

1. Fee structure. Medium- and large-scale mining companies must pay an annual fee for certificates, while small-scale miners will pay a fee per export.

1. Laboratory requirements. All chemical analyses (purity, concentration, moisture, penalizing metals, etc.) must be conducted by accredited and registered laboratories. Results must be delivered within 25 days. Labs must retain witness samples for up to 6 months and report the presence of mercury or other elements in the samples.

1. Conditions for export approval. ARCOM will not authorize exports if the mining titleholder:

• Has failed to update their tax domicile.
• Has a suspended or untraceable RUC (tax ID).
• Submits unclear, false, or incomplete information.

This regulation strengthens state control over mining and exports, establishing clear rules to ensure minerals leave the country with proper technical, legal, and tax documentation. It also promotes transparency, protects the environment, and improves institutional coordination.

Resolution No. ARCOM-005/25 – INSTRUCTIONS FOR THE PREPARATION OF CADASTRAL REPORTS AND CERTIFICATIONS

1. This instruction facilitates the issuance of reports and certifications related to the National Mining Cadaster, which is a critical component of all concession and permit processes in the mining sector.

1. Target audience. The instruction applies to all institutions and individuals involved in mining administration, including the Ministry of Energy and Mines, Decentralized Autonomous Governments (GADs), and mining concessionaires.

1. Key regulated aspects:

1. Standardized formats for cadastral reports and certifications.
2. Validation of geometries and coordinates (PSAD56 and WGS84 systems).
3. Unique cadastral codes for each mining right.
4. Validity periods and deadlines (30 days for issuance, 30-day validity).
5. Review of overlaps with environmentally, culturally, or strategically sensitive areas.

1. Differentiated reporting. The instruction outlines how to prepare reports for various types of mining: artisanal and subsistence mining, small-scale mining (metallic minerals), medium-scale mining, large-scale mining, and small-scale mining (non-metallic minerals).

1. Mandatory nationwide use. The instruction applies nationwide and must be used by ARCOM officials, the Ministry of Energy and Mines, GADs that manage construction materials, and individuals or companies handling mining rights under any regime (artisanal, small-, medium-, or large-scale mining).

Purpose of the instruction. This regulation provides Ecuador with a modern and robust tool that will help reduce conflicts, improve the quality of technical information, and streamline administrative procedures.

Carlos Torres, Senior Associate at CorralRosales
ctorres@corralrosales.com
+593 2 2544144

The Organic Law of National Solidarity (the Law) was published in the Official Registry Supplement No. 56 on June 10, 2025. Its purpose is to establish a special legal framework in the context of the internal armed conflict, ensuring the continuity and stability of the country’s economic and productive activities.

Within the corporate sphere, the Law introduces the following reforms:

a) Restrictions on Simplified Stock Corporations (SAS):

Simplified Stock Corporations (SAS) are prohibited from engaging in activities related to financial operations, securities markets, insurance, operations linked to strategic sectors, mining, or activities associated with these sectors, as well as other activities subject to special regulation under applicable law.

Pursuant to Article 313 of the Constitution, strategic sectors include energy in all its forms, telecommunications, non-renewable natural resources, transportation and refining of hydrocarbons, biodiversity and genetic heritage, the radio spectrum, and water resources.

However, the Law does not determine whether this restriction applies to existing SAS or whether such entities must change to a different corporate type. This matter, along with the scope of what constitutes linked operations, may be clarified through the regulation issued under the Law.

b) Creation of the sports corporation (sociedad anónima deportiva):

The Law creates the sports corporation (sociedad anónima deportiva), a high-performance, profit oriented legal entity of a commercial nature, whose capital is divided into negotiable shares contributed by shareholders who are liable only up to the amount of their individual shares. It may be formed through a contract, a unilateral act, or other forms provided by law, and it shall engage exclusively in sports activities within a single discipline. The profit-oriented nature of professional sports corporations shall not disqualify them from being considered a sport organization.

Sports clubs or teams participating in professional sports may transform into sports corporations.

Milton Carrera, Partner at CorralRosales
mcarrera@corralrosales.com
+593 2 2544144