Establishing a Business in Bolivia: A Guide for International Investors

For global companies considering expansion into Bolivia, understanding the local corporate registration framework is crucial. Business operations and incorporation are governed by the Commercial Registry, the Commercial Code, and the Financial Services Law. The Bolivian Chamber of Commerce oversees company registration and information management.

Bolivia legally recognizes and protects foreign investment, being a signatory to several international investment agreements. However, investors should note that specific sectors, particularly natural resource extraction, may have restrictions and heightened regulatory oversight. Compliance with the Foreign Investment Promotion Law and related statutes is mandatory.

Common Business Structures for Foreign Entities

Foreign investors typically choose from several legal entity types. The most prevalent options include the Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL), the Public Limited Company (Sociedad Anónima, SA), branch offices, and representative offices.

Representative Office

A representative office is not a separate legal entity and cannot engage in direct profit-generating activities. Its functions are limited to indirect commercial operations such as public relations, market research, product promotion, and facilitating technological exchanges. While it can open a local bank account and hire staff, all contracts must be executed under the parent company's name, not the office's.

Limited Liability Company (SRL)

The SRL is a popular choice for foreign investors. It requires at least one director residing in Bolivia and a minimum of two shareholders. There is no mandated minimum share capital, which can start from a nominal amount. The capital must be fully paid upon incorporation. Companies with annual sales exceeding approximately $170,000 must submit audited financial statements to the Commercial Registry annually.

Public Limited Company (SA)

An SA is a capital-based company where shareholder liability is limited to their capital contributions. Management is typically handled by a board of directors elected by shareholders. These entities must submit annual reports to various government bodies and operate according to formal bylaws. Audits of financial statements are often required, depending on the company's size and activities.

The Company Registration Process in Bolivia

Registering a company involves a multi-step procedure. SailGlobal can assist in streamlining this process to ensure compliance and efficiency.

Preparation: Determine the company type, prepare the company name, statutes, and shareholder details.
Name Reservation: Submit the proposed company name for approval.
Notarization of Statutes: Draft and notarize the company bylaws.
Application Submission: File the registration application with the Bolivian Commercial Registry.
Official Registration: Upon approval, the Commercial Registry issues the business license.
Post-Registration Formalities: Complete tax registration and social security enrollment with the relevant authorities.

Additional steps may include publishing a notice of establishment in a national newspaper and opening a corporate bank account.

An Alternative Path: Employing Talent Without a Local Entity

For businesses seeking a faster, more flexible market entry strategy, establishing a legal entity is not the only option. SailGlobal offers Employer of Record (EOR) services, enabling companies to hire talent in Bolivia quickly and compliantly without the complexities of local incorporation. This model is ideal for testing the market or managing short-term projects, providing full legal compliance for payroll, taxes, and benefits.

Company Registration in Bolivia: A Guide for Foreign Investors | SailGlobal