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