ADAPTATION OF FOREIGN COMPANIES IN BOLIVIA

RECOGNITION OF FOREIGN COMPANIES

A company legally incorporated under the laws of its country of origin maintains its legal status and validity. However, if it seeks to establish permanent operations in Bolivia, it must comply with local commercial regulations. If its corporate form—such as a Limited Liability Company (LLC) or a Simplified Partnership Limited by Shares—has no direct equivalent in Bolivian law, it must request a judicial declaration to determine the most similar national corporate type.

This process enables the company to meet all formal requirements for registration with the Bolivian Commercial Registry, comply with public disclosure obligations, and clearly define legal responsibilities and rights in relation to third parties.

CORPORATE STRUCTURE ADAPTATION PROCEDURE

The adaptation process begins with a judicial request filed by the foreign company’s legal representative. This filing must detail the company’s foundational elements, administrative structure, partners’ liability, and asset regime.

Based on this information, the court assesses which Bolivian corporate form the foreign company most closely resembles—typically a corporation (S.A.), a limited liability company (S.R.L.), or a limited partnership.

Once the closest equivalent is determined, the company must:

• Legalize its incorporation documents and bylaws before a notary public at its established domicile in Bolivia.
• Fulfill all registration and disclosure requirements applicable to the assigned Bolivian corporate type.
• Appoint representatives with broad authority to act in legal and extrajudicial matters.

Through this process, the foreign company secures a solid legal foundation to carry out commercial activities in Bolivia, in compliance with both its original legal framework and local regulations.

WHY FOREIGN COMPANY ADAPTATION IS IMPORTANT

Adaptation does not change the company’s identity or nationality. Instead, it aligns its legal structure with Bolivian regulations for purposes of control, registration, and legal responsibility.

This mechanism allows the Bolivian State to properly identify the company’s legal form, enforce tax obligations, protect creditors’ rights, and ensure transparency in business operations.

A common example is when a foreign company formed as an LLC seeks to open a permanent branch in Bolivia. Since no identical figure exists under Bolivian law, courts typically classify it as a limited liability company (S.R.L.), applying the corresponding rules for incorporation, accounting, and management.

In summary, adapting foreign corporate types is a key mechanism for integrating foreign investment into Bolivia’s legal system, avoiding regulatory conflicts, and strengthening legal certainty. This process ensures that any foreign company operating in Bolivia does so under a clear and compatible legal framework in line with current commercial law.