ASORLAC is a relatively new
non-profit association with its membership
comprised of the registry offices of several
Latin America and Caribbean states; it has as
its vision “the promotion of best practices in
the public registry administration.” Members
include the registries of Colombia, Mexico,
Brazil, Suriname, Peru, Paraguay, and Dominica
among others (see
www.asorlac.org).
At this year’s meeting,
presentations were made by registries from
several of these countries on current practices
and advances in the simplification of
incorporation and registration of a business,
and by the International Finance Corporation (IFC),
the Registry Office of Spain and DIL, as noted
above.
A highlight of the event was
a presentation made by Dr. Francisco Reyes
Villamizar (recently re-appointed Superintendent
of Companies in Colombia), who was the impetus
behind Colombian Law 1258, the law that was the
inspiration for the draft OAS Model Law. Dr.
Reyes described the changes that have occurred
in Colombia since the law was enacted in 2008.
In brief, this law has reduced incorporation to
a simple filing, has streamlined costs and
formalistic requirements, and introduced
flexibility and contractual freedom. As a
consequence, the “SAS” has essentially displaced
other traditional business forms as over 95% of
new incorporations in Colombia now correspond to
the SAS. This has “changed the manner in which
people do business in Colombia;” it has brought
thousands of businesses previously operating in
the informal sector into the regularized formal
sector, thereby enabling local and national
government entities to significantly increase
the tax revenue base and social security
contributions; accounting, legal and managerial
services have flourished; and reductions in
unemployment may also be partially attributable.
Dr. Reyes had presented these
results to the Inter-American Juridical
Committee (CJI) in 2011 and had recommended
that similar legislation be made available to
other Latin American countries. After studying
the matter, the CJI agreed and approved a
resolution on “Project for a Model Act on
Simplifed Stock Corporations” (CJI/RES.188
(LXXX-0/12) which was transmitted to the
CAJP.
Dr. Reyes and Dr. David
Stewart, the CJI rapporteur for the topic, will
make a presentation on the Simplified Stock
Corporation before the CAJP on December 4th.
»
For additional information about the Department, please visit our Website
