Has your company remedied the grounds for dissolution?
You may request its exclusion from the massive resolution and to continue operating legally.

In Ecuador, a company may be dissolved for several reasons as established under the Companies Act, including:

• Dissolution by operation of law;
• By decision of the partners or shareholders;
• By decision of the Superintendence of Companies, Securities and Insurance; and
• By a final court ruling.

Among different ways of dissolution, it results specially relevant for its legal effects the dissolution by operating of law and dissolution provided by the Superintendence since they determine if the company may request its exclusion of the corresponding resolution or if it should compulsorily to initiate the reactivation procedure.

Dissolution by operation of law occurs automatically upon the occurrence of certain statutory grounds, such as expiration of the company’s term (without a duly registered extension), a final bankruptcy order, or failure to comply with the minimum capital requirements. In such cases, even if the grounds have been remedied, the company must necessarily pursue the reactivation process to restore its legal status.

Conversely, where the dissolution was ordered by resolution of the Superintendence of Companies, Securities and Insurance, it is possible to request exclusion from such resolution if two conditions are complied:

1. The company has remedied the grounds for dissolution, and
2. The resolution has not been registered with the Mercantile Registry.

In such cases, the competent administrative unit of the Superintendence will electronically request confirmation from the Mercantile Registrar of the company’s principal domicile regarding the absence of such registration. For simplified stock companies (SAS), this verification is conducted directly in the institutional database.

If all requirements are satisfied and no objections are raised, a resolution of exclusion will be issued, enabling the company to maintain its legal status without having to file the reactivation process.

At Quevedo & Ponce, we provide comprehensive legal counsel in corporate reactivation and exclusion from dissolution resolutions, ensuring an effective and strategic approach to restoring your company’s legal standing. Contact us for specialized and timely legal assistance.