Notarized Bylaws and Shareholder Agreements in Bolivia

Starting a business in Bolivia involves formalizing your company's foundational documents. This guide explains the role and requirements of notarized bylaws and shareholder agreements for companies operating in Bolivia. This is general information, not legal advice.

In Bolivia, establishing a company requires specific legal documentation to ensure its legitimacy and operational compliance. Among the most critical are the company's bylaws (estatutos sociales) and, if applicable, shareholder agreements. These documents outline the internal rules, governance structure, and the rights and obligations of the owners.

The Role of Notarized Bylaws

The bylaws are the foundational legal document of a company, defining its name, purpose, duration, capital structure, management bodies, and decision-making processes . In Bolivia, for entities like a Sociedad de Responsabilidad Limitada (S.R.L.), Sociedad Colectiva, or Sociedad en Comandita Simple, the bylaws must be formalized through a Public Deed of Incorporation (Testimonio de Escritura Pública de Constitución Social) executed before a public notary . This notarization process lends public faith and legal certainty to the document.

Shareholder Agreements: Beyond the Bylaws

While bylaws govern the company's relationship with the public and its formal structure, a shareholder agreement (pacto de socios) is a private contract between the shareholders themselves. It can cover a wide range of issues not typically detailed in the bylaws, such as share transfer restrictions, pre-emptive rights, dividend distribution policies, dispute resolution mechanisms, management roles, and provisions for bringing in new investors. Shareholder agreements are crucial for managing expectations and preventing future conflicts among owners. Although not always a mandatory filing requirement for company registration, they are highly recommended for clarity and stability.

Registration with SEPREC

Once the bylaws are notarized, the company must be registered with the National Registry of Commerce (Registro de Comercio), managed by the Plurinational Service for Commercial Registry (SEPREC). This process involves submitting various documents, including the Public Deed of Incorporation containing the bylaws .

For an S.R.L., Sociedad Colectiva, or Sociedad en Comandita Simple, the registration process requires:

  • A completed Virtual Registration Form.
  • The Public Deed of Incorporation.
  • The Public Deed of Power of Attorney for the Legal Representative.
  • Proof of payment for the registration fee and publication.

The fee for registering these types of companies is Bs455.00, with an additional Bs192.00 for publication in the Electronic Gazette of the Registry of Commerce . . The processing time is typically 24 hours from the next business day after submission, whether in person or virtually . .

Legal Representative Requirements

The legal representative must have their power of attorney notarized . If the legal representative is a foreigner, they must provide documentation proving their residency in Bolivia or a certificate from the National Migration Authority . .

Tax Identification Number (NIT)

In addition to commercial registration, companies must obtain a Tax Identification Number (Número de Identificación Tributaria - NIT) from the National Tax Service (Servicio de Impuestos Nacionales - SIN). All legal entities conducting taxable activities in Bolivia are obligated to register for a NIT . The NIT can be obtained online or in person at SIN platforms . The process has been streamlined: for in-person applications, the NIT is generated immediately upon completion of the process at a SIN platform. For online applications, new contributors must visit a SIN platform for biometric registration and document validation . .

Compliance and Publications

Registration with SEPREC also involves a publication requirement. The company's constitutive act must be published in the Electronic Gazette of the Registry of Commerce . This ensures transparency and makes the company's existence known to the public and other authorities. SEPREC conducts a legal analysis of the submitted documents, and any observations will be communicated through their online portal .

Next steps

  • Consult with a Bolivian lawyer to draft or review your company's bylaws and shareholder agreement.
  • Execute the Public Deed of Incorporation before a public notary.
  • Register the company with SEPREC.
  • Obtain the company's Tax Identification Number (NIT) from the SIN.
  • Ensure all ongoing legal and tax compliance requirements are met.

FAQs

What is the difference between bylaws and a shareholder agreement in Bolivia?

Bylaws (estatutos sociales) are the official, notarized document that defines the company's structure and operations for public record. A shareholder agreement (pacto de socios) is a private contract between shareholders that can detail specific arrangements and expectations not covered in the bylaws.

Is a shareholder agreement legally required for company registration in Bolivia?

While bylaws are mandatory for company registration, a shareholder agreement is generally a private contract among shareholders and not a mandatory filing requirement for SEPREC registration. However, it is highly recommended for clear governance and dispute prevention. .

How long does it take to register a company with SEPREC?

The registration process with SEPREC for entities like S.R.L., Sociedad Colectiva, or Sociedad en Comandita Simple typically takes 24 hours from the next business day after submission, whether the application is made in person or virtually. .

What are the main fees associated with company registration?

The registration fee for an S.R.L., Sociedad Colectiva, or Sociedad en Comandita Simple is Bs455.00, plus Bs192.00 for publication in the Electronic Gazette of the Registry of Commerce. .

Sources

  • seprec_srl - https://www.seprec.gob.bo/index.php/tramite2/
  • seprec_guia - https://www.seprec.gob.bo/wp-content/uploads/2026/03/Guia-de-Tamites-2026-1.pdf
  • gob_seprec_srl - https://www.gob.bo/tramites/tramite-02-inscripcion-de-sociedad-de-responsabilidad-limitada-s-r-l-sociedad-colectiva-o-sociedad-en-comandita-simple
  • sin_rnd_nit - https://www.impuestos.gob.bo/wp-content/uploads/2025/10/RND-102500000017.pdf
  • sin_nit_nota - https://www.impuestos.gob.bo/index.php/nota_prensa/el-sin-reduce-tiempos-para-tramites-del-nit/
  • sin_inscripcion - https://siatinfo.impuestos.gob.bo/index.php/requisitos-para-la-inscripcion/procesos-de-insccripcion

Related guides

This article is general information for educational purposes and is not legal advice. Laws and procedures change; confirm current requirements with a licensed Bolivian lawyer or the responsible public agency before acting.