Liquidation & Dissolution in Ecuador
Formally dissolve and liquidate your Ecuadorian company, closing SCVS, SRI, and municipal obligations correctly so shareholders can repatriate capital without complications.
Liquidation Timeline
2-12 months
Tax ID
RUC
Primary Registry
Superintendencia de Compañías, Valores y Seguros (SCVS)
Liquidation & Dissolution in Ecuador: What You Need to Know
The SCVS recognizes three dissolution routes: an ordinary process, an SCVS-ordered dissolution triggered when losses reach 60% or more of capital plus reserves, and an abbreviated procedure for companies with no pending third-party obligations, which combines dissolution, liquidation, and cancellation into a single public deed with a unanimous shareholder resolution. Every route requires a liquidator, who cannot be an auditor, creditor, or debtor of the company. The dissolution resolution is published on the SCVS web portal for three consecutive business days, opening a 60-day term for creditors to file claims. SRI must be notified so the RUC reflects "en liquidación" status, and definitive RUC cancellation must be requested within 30 days of ceasing operations. SCVS verifies no pending SCVS, IESS, SRI, customs, or public-contract obligations before ordering final cancellation at the Mercantile Registry. A 9-month statutory cap applies from the dissolution resolution's registration, though the SCVS can force cancellation or grant an extension; the abbreviated route can run 2 to 4 months in practice, while an ordinary process with real assets and creditors commonly takes 6 to 12 months or more.
Key Requirements
Three dissolution routes recognized by the SCVS: an ordinary process, an SCVS-ordered dissolution (triggered when losses reach 60% or more of capital plus reserves), and an abbreviated procedure for companies with no pending third-party obligations
The abbreviated route requires a unanimous shareholder resolution (100% of capital) and a single public deed combining dissolution, liquidation, and cancellation, with a final balance sheet and asset-distribution schedule attached
A liquidator must be named in every case, whether the legal representative or a separate appointee, and cannot be an auditor, creditor, or debtor of the company
The dissolution resolution and deed extract are published on the SCVS web portal for 3 consecutive business days, opening a 60-day term for creditors to file claims
SRI must be notified so the RUC reflects "en liquidación" status, and a separate request for definitive RUC cancellation (cese de actividades) must be filed within 30 days of ceasing operations
SCVS verifies no pending SCVS, IESS, SRI, customs, or public-contract obligations before ordering cancellation at the Mercantile Registry, the final step that closes the entity
Annual foreign-shareholder and REBEFICS beneficial-ownership filings remain due through the liquidation, since no exemption applies until RUC cancellation is final
Common Challenges
The SCVS sets a 9-month statutory cap, but the ordinary route often needs longer
If liquidation isn't concluded within 9 months of the dissolution resolution's registration, the SCVS may force cancellation or grant an extension. An ordinary process with real assets and creditors commonly runs 6 to 12 months or more, so budgeting close to the cap is common, not exceptional.
Unresolved external-audit findings can stall the final balance
Companies above the SCVS asset thresholds require annual external audit sign-off, and open audit findings can block the balance approvals SCVS needs before it will proceed toward cancellation.
The municipal patente needs its own closure, separately and on a deadline
The municipal operating license must be closed at the municipality within 30 days of ceasing activity, a step distinct from SCVS/SRI closure and easy to miss. Back-patente can be owed for the closure year if it's skipped.
How NavviPal Helps
Coordination of the dissolution route, liquidator appointment, and SCVS portal publication in the correct sequence
Preparation of the final balance sheet and asset-distribution schedule so the SCVS cancellation isn't held up by an incomplete filing
Handling of SRI's cese de actividades request and the RUC cancellation timeline, alongside REBEFICS and foreign-shareholder filings that remain due through closure
Guidance on the municipal patente closure and the ISD (5% exit tax) implications for final capital and profit repatriation
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