Dear Clients and Friends:

We hereby inform you that the Legal Representatives of companies subject to the supervision of the Superintendence of Companies, Securities and Insurance must submit the following documentation relating to their foreign corporate partners or shareholders between January 1 and February 5, 2026. Otherwise, the Administrator will be required to report such partners or shareholders as non-compliant:

1. Certificate of legal existence, duly issued by the competent supervisory authority of the country of origin of the foreign corporate partner or shareholder. This document must be duly apostilled or legalized before the Consul of Ecuador and accompanied by its corresponding Spanish translation, if applicable; otherwise, the translation must be carried out locally.

2. Special Power of Attorney granted in favor of an Ecuadorian or foreign legal entity or a natural person residing in Ecuador, authorizing the attorney-in-fact to comply with the obligations assumed in Ecuador by the foreign corporate partner or shareholder, in accordance with Article 6 of the Companies Law. This document must be duly apostilled or legalized before the Consul of Ecuador and, if it is in a language other than Spanish, it must be translated or translated locally. It should be clarified that foreign partners or shareholders that have already submitted the aforementioned power of attorney in previous years are not required to do so again this year, unless its term has expired.

3. Finally, a complete list must be provided identifying the partners or shareholders of the foreign legal entity or entities that, in turn, are partners or shareholders of the local company. The following information must be provided: corporate name or full names, nationality, domicile, address, telephone number, email address, as well as marital status and identification number, in the case of natural persons. In this regard, it should be noted that the amendments to the Companies Law establish that: “Where the list of partners or shareholders includes legal entities, the list of their members must also be provided, and so on, until the corresponding natural person is determined or identified.”

This information may be provided locally by the attorney-in-fact of the foreign company, using a special form developed for this purpose by the competent authority.

By way of exception, it will not be necessary to identify the natural person at the end of the ownership chain if the foreign company that is a partner or shareholder of the Ecuadorian company is listed on one or more stock exchanges or is an investment fund. In such cases, a certification evidencing this fact, issued by the competent authority of the country of origin, must be submitted. A similar requirement will apply when the entity is a national or foreign investment fund.

NOTE: If the special power of attorney referred to in item No. 2 remains in force, if the foreign companies that are partners or shareholders of the Ecuadorian entity maintain their legal existence, and if the ownership chain has not changed from the information submitted in the previous year, the obligation of the Ecuadorian company will be deemed fulfilled through a sworn statement made by its legal representative via the corresponding module of the Superintendence of Companies, Securities and Insurance’s website. This is without prejudice to the legal representative’s obligation to obtain and keep the information updated under their custody and available to the Supervisory Authority.

If the foregoing obligations are not complied with within the aforementioned mandatory deadlines, the following consequences will apply:

• The foreign company that is a partner or shareholder of the local company will not be able to participate in the Ordinary General Shareholders’ Meeting convened to approve the reports and financial statements for fiscal year 2025.
• Ecuadorian companies will be required to suspend the distribution of dividends, benefits, profits, returns, or similar amounts derived from equity interests only with respect to the non-compliant shareholder. Such suspension will remain in effect until the required information is provided, without prejudice to the exclusion of the non-compliant shareholder in accordance with the final paragraph of the unnumbered article following Article 221 of the Companies Law.
• In the event of non-compliance by the foreign partner or shareholder for two consecutive years, the local company may exclude the non-compliant partner or shareholder in accordance with Articles 82 and 83 of the Companies Law, subject to a resolution of the General Shareholders’ Meeting. In such case, the rules applicable to the exercise of the withdrawal right in a transformation will apply, solely for purposes of the corresponding compensation.
• Until the requested information is provided to the supervisory authority, the corresponding Certificate of Compliance with Obligations will be issued with a note indicating non-compliance.

We remain at your disposal to analyze your specific case and are available should you require any additional information.

Inquiries may be made by email at mvillagomez@bustamantefabara.com.

Sincerely,

Dr. Mariana Villagómez Álvarez
Partner
BUSTAMANTE FABARA