Company Formation in LATAM: A Step-by-Step Guide to Legally Set Up Your Business

Why Set Up a Local Entity in LATAM?

Creating a local company provides full legal personality, allowing you to enter contracts, generate revenue, employ personnel, participate in public tenders or incentive programs, and benefit from limited liability protection. The vast majority of LATAM jurisdictions now permit complete foreign ownership in most industries, and many have introduced simplified entity types tailored to international businesses.

Step 1 – Select the Most Suitable Company Type

Your choice of structure depends on the scale of the operation, the number of owners, and the specific country. The options most frequently chosen by foreign investors include:

• Simplified joint-stock company (commonly known as SAS, Sociedad por Acciones Simplificada, or a similar simplified form): highly flexible, permits a single shareholder, requires little or no minimum capital, offers limited liability, and features straightforward governance. This structure is available and widely adopted in countries such as Colombia, Argentina, Mexico, Ecuador, Uruguay, Peru, and several others.
• Limited liability company (often called SRL, S. de R.L., LTDA, or Sociedad de Responsabilidad Limitada): well-suited for small and medium-sized ventures, typically accommodates 2 to 50 partners, and provides limited liability. It is a standard choice in Brazil, Mexico, Chile, Argentina, and beyond.
• Traditional corporation (SA or Sociedad Anónima): a more structured format usually selected for larger enterprises or when future public capital raising is anticipated.
• Branch office (sucursal): functions as an extension of the foreign parent without forming a separate legal entity, although it still demands formal registration and often a designated local representative.

Our team at Ongresso reviews your specific objectives, industry regulations, and target country to recommend the optimal structure, ensuring alignment with your expansion strategy.

Step 2 – Reserve the Company Name and Draft the Founding Documents

Begin by confirming the availability of your preferred company name through the appropriate national or local commercial registry (most countries offer online search tools for this purpose).

Next, prepare the principal incorporation document, whether called bylaws, articles of association, social contract, or estatutos. This document typically covers:

• Full legal name and registered address of the company.
• Primary business activities (often linked to official classification codes).
• Amount of share capital (frequently minimal or symbolic in simplified entities).
• Details of shareholders or partners, including complete ultimate beneficial owner information.
• Rules for management, share transfers, voting procedures, and major decisions.
• Term of the company and provisions for winding up.

Ongresso provides compliant templates tailored to each jurisdiction, handles sworn translations and apostilles for foreign documents, and ensures complete UBO disclosure to meet transparency requirements.

Step 3 – Formalize and Register the Company

Registration is completed with the competent authority, which may be:

• A Chamber of Commerce
• A Public Registry of Commerce
• A notary public (mandatory in certain jurisdictions when a public deed is required)

Submit the incorporation document (private agreement or notarized deed), shareholder IDs, and any powers of attorney.

Once approved, you receive the official certificate of incorporation: your company's legal birth certificate.

With Ongresso's support, we manage submissions, track progress across registries, and confirm full compliance with local formalities to avoid delays.

Step 4 – Obtain the Tax Identification Number

In most LATAM countries, the commercial registry coordinates directly with the tax authority to issue your tax ID (NIT, RUC, RFC, CNPJ, RUT, etc.).

This step enrolls the company for corporate taxes and often requires UBO registration with the tax office or a central registry.

A tax ID is essential for invoicing, payroll, banking, and ongoing filings. Ongresso ensures seamless integration and accurate submissions.

Step 5 – Set Up Mandatory Corporate Records and Additional Registrations

Establish and notarize (where necessary) the official corporate books and registers prescribed by law, including:

• Shareholder or partner register.
• Book of minutes or resolutions
• Any additional ledgers required locally

You may also need to carry out:

• Registrations with social security and labor authorities (particularly if employees will be hired shortly)
• Municipal business licenses or sector-specific permits
• Any supplementary state-level filings.

With these steps completed, the company achieves full operational status and can begin activities.

Optional: Corporate bank account opening

Opening a local business bank account can be challenging due to strict KYC, AML, and UBO rules, especially for foreign-controlled entities.

Ongresso assists by:

• Compiling and organizing required documentation.
• Approaching multiple banks to find the best fit.
• Coordinating meetings, translations, and follow-ups.
• Supporting setup of secure online banking with features like multi-signature approvals.

While banks make the final decision, our experience and relationships increase success rates significantly.

Conclusion: Build a Strong Foundation for Growth in LATAM

Setting up a local entity in Latin America is a key milestone for sustainable expansion. It provides legal security, operational independence, and access to local opportunities, while navigating complex regulations requires precision and local insight.

At Ongresso, we specialize in guiding international companies through company formation, payroll, HR compliance, and full market entry across LATAM. Our regional coordination combined with in-depth country knowledge helps you avoid common pitfalls and launch faster.

Ready to Establish Your Business in Latin America?

Don't navigate the complexities alone. Contact Ongresso today for expert advice tailored to your goals. Whether you're planning incorporation in Colombia, Mexico, Brazil, or another market, our team is here to support your journey with end-to-end solutions.

Contact us today via https://ongresso.com to begin your company registration journey.