The Sociedad de Responsabilidad Limitada (S.R.L.) is one of the company forms recognized by Bolivia’s Commercial Code. Formation should not be treated as a form-filling exercise: the public deed should accurately reflect who the partners are, what each contributes, how the company will be managed, its corporate purpose and who is authorized to represent it. A sound structure from the outset reduces inconsistencies between the actual business and the registered corporate documents.
1. Core characteristics of an S.R.L.
Article 195 of Bolivia’s Commercial Code provides that partners are liable up to the amount of their contributions and that the common capital is divided into quotas that cannot be represented by shares or negotiable securities. Article 196 provides that an S.R.L. may not have more than 25 partners. These characteristics should be considered when deciding whether this company form fits the project.
2. Capital and contributions should be defined before signing
The Commercial Code provides that S.R.L. capital is divided into equal-value quotas and must be fully paid at formation. Contributions may be made in money or in kind; contributions in kind must be valued under the applicable rules. Ownership percentages should therefore not be assigned before the value and nature of each partner’s contribution are clear.
3. Corporate purpose and company name
The constitutive instrument must state a precise and determined corporate purpose. The company name must also include “Sociedad de Responsabilidad Limitada”, “S.R.L.”, “Limitada” or “Ltda.” as required by the Commercial Code. In practice, the purpose should reflect the actual business activities and take into account any additional sector-specific authorization or regulation.
4. Management and legal representation
An S.R.L. may be managed by one or more managers or administrators, whether or not they are partners. Before formation, it is advisable to define who will manage the company, the legal representative’s powers, which matters require partner approval and any internal limits. If the representative’s appointment and authority are not contained in the constitutive deed, SEPREC requires the corresponding power-of-attorney instrument.
5. Current SEPREC registration requirements
SEPREC’s current guidance for S.R.L. registration includes, among other items, the Virtual Registration Form approved by the legal representative through Digital Citizenship, the Public Deed of Company Formation and, when applicable, the legal representative’s power of attorney. Payment of the filing fee and full publication of the public deed in the Electronic Gazette of the Commercial Registry are also required.
6. Name reservation and filing follow-up
SEPREC states that the company-name reservation for this procedure lasts 10 administrative business days after availability is confirmed. Name clearance is handled through the filings portal and observations are communicated through the system for correction. Filing periods and fees may be updated by SEPREC and should be confirmed when the procedure begins.
7. Decisions to make before the notarial deed or registration filing
Before preparing the deed, it is useful to agree in writing on the identity of the partners, contributions and ownership percentages, main and ancillary activities, registered office, proposed name, management structure, legal-representative powers, rules for significant decisions and criteria for future transfers of quotas. This reduces later corrections and helps ensure that the constitutive documents reflect the intended operation of the business.
Official references
This article is general information prepared from the official sources listed above. Rules and procedures may change and the specific file should be reviewed before taking action.