Requirements to be included in the appointment of the legal representative of companies subject to the control of the superintendence of companies, securities and insurance

By Resolution No. SCVS-INC-DNCDN-2022-0008 dated June 21, 2022, published in the Supplement to the Official Gazette No. 99 of July 6, 2022, the Superintendent of Companies, Securities, and Insurance issued the “Regulation on the requirements that the appointment of the legal representative and the power of attorney of the attorney in fact of companies must contain” (hereinafter the “Regulation”).
 
The Regulation establishes that the appointment of the legal representative shall include at least the following information:

1. The date of issuance.
2. The name of the company issuing the appointment.
3. Full names and surnames, identity card number and fingerprint code of the appointed legal representative (contained in the identity card).
4. The date of the appointment of the position, the statutory body that appointed the individual or the clause of the articles of incorporation stating such appointment.
5. The position or duties to be performed.
6. Term of office.
7. The statement that the legal, judicial, and extrajudicial representation of the company will be exercised individually or jointly with another manager as established in the corporate bylaws.
8. The public deed stating the current powers of the legal representative and the date of its registration in the Commercial Registry. In the case of simplified stock companies (S.A.S.), the public or private document stating the current powers of the legal representative and the date of its recordation with the Superintendence of Companies’ Register.
9. The names and surnames, wet ink or electronic signature of the individual executing the appointment on behalf of the company.
10. The acceptance of the position by means of wet ink or electronic signature with indication of the place and date of such acceptance.

We highlight the following consequences derived from the Regulation:

1. The ability to execute the appointment by electronic means is confirmed

2. The requirement to include the fingerprint code of the legal representative implies that the appointed individual, in case he/she is a foreigner, must hold a resident visa and have an Ecuadorian identity card for the recordation of the appointment. This is inconsistent with the visa obtention process, as the General Directorate of Immigration (Dirección General de Extranjería), in order to grant the legal representative visa, requires the submission of the appointment duly recorded in the Commercial Registry or the Superintendence of Companies’ Registry, as applicable.