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Act 20,659 that “simplifies the requirements for the constitution, amendment and dissolution of commercial companies”.

In the Official Gazette of February 8, 2013, appears Act 20,659 that “simplifies the requirements for the constitution, amendment and dissolution of commercial companies”.

This act creates a voluntary and alternative system that envisages speeding up the formalities to set up and modify companies.

The legal entities that may be set up according to this new system are the EIRL (individual enterprise with limited liability), the limited liability partnership, the close share corporation, the corporation of reciprocal guarantee, the general partnership, the corporation by shares, the commandite and the joint stock company.

The alternative system established by the Act 20,659 replaces the traditional formalities (the granting of a public deed, registration in the Commercial Registry, and publication in the Official Gazette) for the subscription of an electronic form available in an online platform administrated by the Subsecretary of Economy and Minor Enterprises, who will be in charge of a Registry of Enterprises and Companies.

The form will have to be signed using a digital signature (firma electronica avanzada). Those who do not have a digital signature will have to sign the form before a Notary Public, who in turn will have to sign the form using his own digital signature, so that the formalities will, in any event, fulfilled by electronic means.

Once the form is signed by all the relevant parties, it is automatically incorporated in the Registry and the Internal Revenue Service must assign a tax identification number (rol unico tributario) to the legal entity that has been created according to the Act.

It is worth mentioning that Act 20,659 does not derogate the general regime to set up and modify companies. On the contrary, it creates a parallel regime. Therefore, the Act provides certain rules for what is called “migration”, according to which a legal entity that has been constituted according to the traditional regime could move to the new register system, and vice versa.

The regulation in detail and the organization of the Registry are subject to the dictation of a set of Regulations that must be enacted by the Ministry of Economy, Development and Tourism. The Act will enter into force the first working day of the second month after the publication of the Regulations in the Official Gazette.

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