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:
- 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.
- 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.
- 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.
