Practice Areas

We support the company's full life cycle: from choosing the right corporate form (S.A., Cía. Ltda. or SAS) to high-complexity reorganization transactions. Designing the correct corporate structure from the outset prevents disputes among partners and contingencies before the Superintendency of Companies, Securities and Insurance.

• Company incorporation: S.A., Cía. Ltda. and SAS with an optimal corporate structure.
• Corporate reorganization and restructuring.
• Conversion, merger and demerger of companies.
• Capital increases and reductions.
• Calling and conducting general meetings; minutes and corporate books.
• Dissolution, liquidation and reactivation of companies.
• Structuring of business groups and holding companies.
• Shareholders' agreements, partner agreements and family-business protocols.
• Corporate governance: board of directors, committees and internal policies.
• Representation before the Superintendency of Companies, Securities and Insurance.

We structure transactions involving foreign parties, assets or jurisdictions: international sales, cross-border distribution, foreign direct investment and contracting with governing-law and forum clauses. We coordinate with our network of allied firms in the jurisdictions involved.

• International sale contracts and Incoterms.
• International distribution, agency and licensing agreements.
• Foreign direct investment in Ecuador: structuring and regulatory compliance.
• Multi-jurisdictional transactions coordinated with allied firms.
• Governing-law, jurisdiction and dispute-resolution clauses.
• Cross-border compliance: FCPA, UKBA and international standards.
• Structuring of joint ventures and international strategic alliances.
• Contracts with multilateral institutions and international organizations.
• Analysis of investment treaties and protection of cross-border assets.

We implement comprehensive compliance programs under the Organic Law on Personal Data Protection (LOPDP) and its Regulation: gap analysis, records of processing activities, impact assessments and appointment of the Data Protection Officer. The penalty regime provides for fines of up to 1% of the prior fiscal year's turnover.

• Gap analysis and comprehensive LOPDP adequacy plan.
• Preparation and maintenance of the Record of Processing Activities (RoPA).
• Data Protection Impact Assessments (DPIAs) for high-risk processing.
• Appointment, support and management of the Data Protection Officer (DPO).
• Privacy policies, processing notices and consent management.
• Handling and response to ARCO+ rights requests within the legal term.
• Protocols for notifying security breaches to the authority.
• International data transfers: safeguards and contractual clauses.
• Privacy by design in systems, apps and technology projects.
• Internal training and periodic compliance audits.
• Representation before the Superintendency of Personal Data Protection.

We design and negotiate the contractual architecture that underpins the company's commercial operation. A well-structured contract allocates risk precisely; a deficient one moves the dispute to the courts. We work with contractual risk matrices and clear exit clauses.

• Sale, supply and distribution agreements.
• Commercial agency, franchise and commission agreements.
• Terms and conditions, warranties and service-level agreements (SLAs).
• Technology contracts: software development, SaaS and licensing.
• Confidentiality and non-disclosure agreements (NDAs).
• Negotiation and closing of complex commercial deals.
• Review and audit of the corporate contract portfolio.
• Contract structuring with early-termination and penalty clauses.
• Contracts with the State: works, goods and services.
• Management of breaches and contract termination.

We advise on the lawful holding of assets and structures abroad in full compliance with Ecuadorian obligations: net-worth disclosure, tax-residency rules and the regime for lower-tax jurisdictions. International planning is legitimate when it is transparent before the tax authority.

• Incorporation of corporate vehicles in foreign jurisdictions (LLC, Corp, SL).
• Opening and maintenance of international bank accounts.
• Structuring the holding of real-estate assets abroad.
• Compliance with net-worth disclosure obligations in Ecuador.
• Analysis of economic substance and international tax residency.
• Planning of investment structures with lawful tax efficiency.
• Reorganization of offshore structures for OECD compliance.
• Contracts between group entities (intragroup agreements and transfer pricing).
• Management of international trusts and private-interest foundations.

We advise on the adoption of artificial intelligence within the company from a legal perspective: governance, internal usage policies, processing of personal data in AI systems and allocation of liability. We also apply LegalTech in our own practice to accelerate document review and compliance.

• Corporate policies for responsible AI use and model governance.
• Privacy by design in artificial-intelligence projects (LOPDP).
• Contractual AI clauses: ownership of outputs, liability and audit.
• Regulatory analysis of AI deployments in the financial, healthcare and education sectors.
• AI-driven automation of document and contract review.
• Technology due diligence in acquisitions of startups and tech companies.
• Digital compliance: cookies, ePrivacy and digital marketing in line with the LOPDP.
• Advice on digital-transformation projects with regulatory impact.
• Review of technology-platform terms and data agreements.

We manage the company's employment relationships with a preventive approach: properly structured contracts, approved internal regulations and terminations carried out in accordance with the law. Most labor liability originates in poorly drafted documents at the start of the relationship.

• Employment contracts: indefinite, fixed-task, occasional and seasonal.
• Contracts with foreign workers and work permits.
• Internal work regulations and their approval by the Ministry.
• Codes of conduct, harassment policies and reporting protocols.
• Terminations: dismissal authorization, mutual agreement and settlements.
• Settlement records and labor releases.
• Labor and IESS (social security) compliance audit: contributions, reserve funds and benefits.
• Workforce restructuring and headcount-reduction processes.
• Defense in Ministry of Labor and IESS inspections.
• Individual and collective labor disputes before the courts.
• Compensation, benefits and profit-sharing plans.

We protect the intangible assets that concentrate the value of the modern company: trademarks, software, content and trade secrets. We manage the full portfolio before SENADI (Ecuador's IP authority), from prior-art searches to defense against infringement.

• Prior-search and trademark registration before SENADI.
• Renewal, amendment and assignment of trademark registrations.
• Oppositions, cancellations and trademark-infringement actions.
• Copyright registration: literary, musical and software works.
• Use licenses, IP assignments and co-ownership agreements.
• Software protection: development, escrow and open-source agreements.
• Trade secrets and robust confidentiality agreements.
• Patents: advice on filing and management of the innovation portfolio.
• IP for startups: portfolio from day one, founder agreements and vesting.
• Franchising: intellectual property and full contractual framework.
• Market watch and actions against unfair competition.

We litigate financial and contractual disputes with a procedural strategy defined from the outset: we assess the real viability of the case before litigating. We structure guarantees that secure performance of the counterparty's obligations.

• Contract litigation before the civil courts under the COGEP (General Code of Procedure).
• Debt collection: enforcement and order-for-payment proceedings.
• Creation of guarantees: mortgage, industrial pledge and surety.
• Commercial leases: negotiation, renewal and early termination.
• Contractual and non-contractual civil liability.
• Damages claims with economic quantification.
• Probate proceedings and division of assets.
• Promise-to-sell and real-estate contracts.
• Interim measures: prohibition to transfer, attachment and injunction.
• Enforcement of judgments and awards.

We defend the company against the State's sanctioning power: superintendencies, ministries, municipalities and oversight bodies. Timely defense at the administrative stage — within the terms of the COA (Administrative Code) — keeps a case file from becoming a final, enforceable penalty.

• Defense in administrative sanctioning proceedings before oversight bodies.
• Administrative appeals under the COA: reconsideration, appeal and extraordinary review.
• Challenges to administrative acts before the administrative-litigation courts.
• Handling of audit findings and preliminary liability determinations by the Comptroller General.
• Support during inspections, audits and information requests.
• Processing of permits, authorizations and licenses before public entities.
• Constitutional actions: protective action and constitutional interim measures.
• Public procurement: advice to suppliers in SERCOP processes.
• State liability for unlawful acts and damages.

We represent companies in domestic and international arbitration as an efficient alternative to ordinary courts: confidentiality, a specialized tribunal and defined timelines. We design the arbitration agreement from within the contract so that any dispute, if it arises, is resolved in the right forum.

• Drafting and negotiation of arbitration agreements and clauses in contracts.
• Representation in domestic arbitration: CAM-CCQ, CCG, AMCHAM and other centers.
• International commercial arbitration: ICC, ICSID, UNCITRAL.
• Interim measures before the arbitral tribunal and the courts in support of arbitration.
• Recognition and enforcement of domestic and foreign arbitral awards.
• Mediation and assisted negotiation as a stage prior to arbitration or litigation.
• Design of tiered dispute-resolution mechanisms (negotiation → mediation → arbitration).
• Investment arbitration and disputes with the Ecuadorian State.
• Enforcement of foreign awards under the 1958 New York Convention.

We support technology, fintech, financial and traditional companies on two regulatory fronts reformed between 2024 and 2026: the prevention of money laundering and the financing of crimes (AML/CFT), and the autonomous criminal liability of legal entities under the Comprehensive Organic Criminal Code (COIP). A suitable compliance program, implemented before the fact, can operate as a defense or a mitigating factor for that liability.

• Assessment of reporting-entity status, including qualification as a virtual-asset service provider.
• Development of an operational and customer risk matrix using a risk-based approach.
• Design and updating of the Anti-Money-Laundering Manual.
• Qualification of the principal and alternate Compliance Officer and Registration Code before the UAFE (Financial Analysis Unit).
• Preparation of the annual compliance report to the UAFE and the Superintendency of Companies.
• Design and implementation of the Corporate Criminal Compliance Program (Art. 49 COIP): risk mapping, oversight and audit, financial traceability, whistleblowing channel and disciplinary regime.
• Implementation of a confidential and effective whistleblowing channel.
• Annual independent audits evidencing a "living" compliance program rather than a merely documentary one.
• Corporate defense of the legal entity and its officers in investigations or proceedings for the catalog of corporate-criminal-liability offenses: money laundering, bribery, influence peddling, tax fraud and private-sector corruption.

Start an AML/CFT and corporate-criminal-liability assessment in our Legal Desk →