The simplified joint-stock company (SAS) is the corporate form designed to create a company with few formalities, flexible bylaws, and limited liability. It exists under that name in Mexico, Colombia, Argentina, and Ecuador, and has equivalents in Peru (the SACS) and Chile (the SpA). Its cost lies in access to the securities market, which each country limits differently.
If you plan to open your SAS's share capital to investors, this guide helps you decide based on each country's rules, reviewed as of November 1, 2026.
What is an SAS and what do the ones in the region have in common?
They all divide capital into shares and limit shareholders' liability to what they contribute. Almost all allow a single shareholder and leave broad freedom in the articles of association; the Peruvian SACS requires between 2 and 20 natural persons (Legislative Decree 1409, art. 4).
The differences lie in who can be a shareholder, what size or activity limits the company has, and whether it can offer securities to the public. Criterion: choose the SAS for its simplicity, but check from day one what it will prevent you from doing when you grow.
Comparison of the SAS by country (as of November 1, 2026)
| Country and legal form | Rule | Shareholders | Minimum capital | Incorporation | Key limits | Securities market |
|---|---|---|---|---|---|---|
| Mexico, S.A.S. | LGSM, arts. 260-273 | One or more natural persons | The law does not set it; shares are paid within one year of registration | Online, through the Ministry of Economy's system, with an advanced electronic signature and no mandatory notary | Annual revenue of up to 7,678,849.94 pesos in 2026; its shareholders cannot control another commercial company | The LGSM does not regulate it; the LMV provides that corporations with shares in the RNV are listed companies (art. 22) |
| Colombia, S.A.S. | Law 1258 of 2008 | One or more natural or legal persons | The law does not set it; maximum payment period of 2 years | Authenticated private document registered with the chamber of commerce | It may limit the transfer of shares for up to 10 years in the articles of association | Its shares and securities cannot be registered with the RNVE or traded on the stock exchange; there is a temporary exception for debt, under an emergency decree subject to review by the Constitutional Court (Decree 1416 of 2026) |
| Argentina, SAS | Law 27,349, arts. 33-62 | One or more natural or legal persons | Two minimum, vital and mobile wages | Public or private instrument, also digital with a digital signature; registration within 24 hours using the registry's standard form | It cannot fall under subsections 3, 4 and 5 of art. 299 of Law 19,550, nor be controlled by companies in those categories, nor hold more than 30% of the capital of such companies | The law does not regulate public offering; it depends on CNV rules |
| Peru, S.A.C.S. | Legislative Decree 1409 | From 2 to 20 natural persons | The law does not set it; capital must be fully subscribed and paid in | Online, through SID-SUNARP with a digital signature | Contributions only in cash or non-registrable movable property; shares may only be transferred to natural persons | The rules of the S.A.C. apply, which cannot register shares with the RPMV |
| Ecuador, S.A.S. | Companies Law, section added by the Organic Law on Entrepreneurship and Innovation (2020) | One or more natural or legal persons | No minimum capital; payment within a maximum of 24 months | Private document registered with the Superintendency's Register of Companies; also electronically | It cannot carry out financial, securities market, or insurance operations | Its shares cannot be registered with the Public Registry of the Securities Market or traded on a stock exchange |
| Chile, SpA | Commercial Code, arts. 424-446 | One or more persons | The law does not set it; payment within the period in the articles of association or, if they are silent, within 5 years | Public deed or notarized private instrument; also online under Law 20,659 | It is converted by law into a corporation if, for 12 months, it meets the conditions to register its shares | The code allows it to issue convertible bonds (art. 439); upon reaching the mandatory share registration threshold, it becomes an S.A. (art. 430) |
Read the last column first: that is where the limit is that will force you to change legal form if you bring in many investors.
The rules that change the decision, country by country
SAS Mexico: revenue cap and individual shareholders
The Mexican SAS only allows natural persons, who cannot at the same time control another commercial company. Its annual revenue cannot exceed an amount that the Ministry of Economy updates every year: for 2026, 7,678,849.94 pesos (art. 260 LGSM; DOF Resolution 26-12-2025). If the administrator does not publish the annual financial report for two consecutive fiscal years, this leads to dissolution of the company (art. 272).
The Securities Market Law requires corporations with registered shares to add “Bursátil” to their name and subjects them to a special regime (art. 22 LMV). Since 2023, art. 70 Bis LMV provides for simplified registration of securities of legal entities, only for institutional or qualified investors and under the conditions set by the CNBV. The law does not clarify whether a SAS can use it, and the LGTOC reserves the issuance of bonds to corporations (art. 208): do not take it for granted. Guideline: if you approach the cap or a shareholder who is not a natural person joins, prepare the transformation before a notary public (art. 269 LGSM).
SAS Colombia: the prohibition in article 4 remains in force
Article 4 of Law 1258 prevents the shares and other securities of a SAS from being registered with the National Registry of Securities and Issuers (RNVE) and traded on the stock exchange. The National Development Plan of 2023 changed it to open that door, but the Constitutional Court struck down that reform in Judgment C-038 of 2025, dated February 5. Since then the original text has been in force, as the Government itself acknowledges in Decree 1416 of 2026.
That decree opens a temporary exception. Issued under the state of emergency due to the earthquake of August 10, 2026, it allows certain SAS to issue debt registered with the RNVE, only for the second market and for a maximum of 5 years, if they request it within 36 months following its entry into force (art. 4). It applies to companies affected by the earthquake or that allocate the funds to reconstruction, never to shares. It is an emergency legislative decree that the Constitutional Court reviews automatically (arts. 215 and 241.7 of the Constitution): if it annuls the decree or the declaration of emergency (Decree 1261 of 2026), the exception ceases to apply. Guideline: outside that case, a Colombian SAS that wants to issue securities in the public market must first be transformed (Law 1258, art. 30).
SAS Argentina: minimum capital and limits by activity
The Argentine SAS requires initial capital of two minimum, vital and mobile wages, with 25% of cash contributions paid in at subscription and the rest within two years (Law 27,349, arts. 40 and 41). If it falls under subsections 3, 4 or 5 of article 299 of Law 19,550, such as operating public concessions or services, it must be transformed within six months (art. 39). The legal text follows that of Law 27,444 of 2018; registration requirements are set by each public registry (art. 38).
The law does not expressly prohibit public offering, but it does not regulate it either. Law 23,576 opens negotiable bonds to “companies limited by shares” (art. 1) without naming the SAS. Guideline: before planning an issuance, confirm with a local lawyer what the National Securities Commission allows.
SACS Peru: the digital version of the closed corporation
If the other shareholders of a SACS do not exercise their preemptive right within seven business days, the shares can only be sold to another natural person (Legislative Decree 1409, art. 14). Matters not provided for are governed by the rules of the closed corporation (seventh supplementary final provision), which cannot have shares registered in the RPMV (Law 26887, art. 234). Guideline: if you expect to bring in a fund or a company as a shareholder, start as a closed corporation.
SAS Ecuador: explicit ban on the securities market
The Ecuadorian SAS has no minimum capital and the par value of its shares is one dollar or multiples thereof. Its shares cannot be registered in the Public Registry of the Securities Market or traded on a stock exchange, and it cannot engage in financial, securities market or insurance activities (Companies Law, SAS section, Official Gazette Supplement 151 of 28-2-2020). The 2023 reform did not touch those articles. The Organic Law on National Solidarity of 2025 added mining and strategic sectors, but the Constitutional Court declared it wholly unconstitutional with retroactive effect (judgment 51-25-IN/25). The Public Registry veto refers only to shares; for debt, the ban on securities market activities leaves the question open. Guideline: if your plan involves the stock exchange, the SAS is a prior stage, not the issuing vehicle.
Chilean SpA: automatic transformation based on the number of shareholders
The Chilean SpA is governed by its bylaws and, where these are silent, by the rules for the closed corporation (Commercial Code, art. 424). By operation of law, it becomes a corporation if for twelve months it meets the conditions requiring registration of shares in the Securities Registry (art. 430). Today that condition is having more than 2,000 shareholders for twelve months, or the higher number set by the CMF (Law 18.046, art. 2). Guideline: the SpA can withstand a broad private round; before a public offering of shares, consider with your adviser converting it into a corporation.
When a SAS falls short
Review the corporate form if any of these situations arise:
- You plan to offer shares to the public and the law prevents registering them (Colombia, Ecuador and the SACS in Peru).
- Your growth will take you above a legal cap, such as the revenue cap in Mexico or the shareholder cap that triggers transformation in Chile.
- A shareholder joins who is not allowed under the form, such as a legal entity in the Mexican SAS or the Peruvian SACS.
Example with figures. A Mexican SAS with two partners had revenue of 6.9 million pesos in 2025 and projects 8.4 million in 2026. The cap for 2026 is 7,678,849.94 pesos, so it would exceed it by 721,150.06 pesos. It must convert into another corporate form, and if its shareholders do not, they are liable to third parties on a subsidiary, joint and several, and unlimited basis (art. 260 LGSM).
Guideline: calculate one year in advance when you will cross each threshold. Converting on time costs a filing; doing it late can cost personal liability.
Issuing or tokenizing from a SAS: what changes and what does not
Representing shares or bonds with a token does not change their legal nature. If the token incorporates rights of a security, the same rules as for the security apply to it, including the prohibitions on the SAS in your country. Tokenizing shares of a Colombian or Ecuadorian SAS to offer them to the public conflicts with the same ban as a traditional issuance.
If the aim is to attract investors with tokenized securities under a law that already regulates them, one route is the Spanish one. In Spain, shares and bonds can be represented through distributed ledger systems. If they are not admitted to trading on a trading venue, the issuer appoints an entity responsible for administering the registration and record (ERIR) that maintains that registry (Law 6/2023, arts. 6 and 8). As of 31 October 2026, the CNMV registry listed one ERIR and 23 issues under its responsibility: 19 bonds and 4 shares.
That route requires a corporation or a vehicle (SPV) incorporated in Spain, which is the issuer; the SAS is not the issuer. To tokenize equity, a S.A. is required, because interests in a Spanish limited liability company (S.L.) are not securities (art. 92.2 of the Capital Companies Law). HokenFi is the software with which a Spanish company issues those securities. The guide which companies can issue tokenized securities in Spain explains the form you need, and the guide for issuers from Latin America explains the process.
Guideline: first decide where your investors will be and which law will govern the security; the corporate form comes later.
Typical mistakes when using a SAS to grow
- Signing a round with a fund under a form that does not allow legal entities as shareholders (Mexico and the SACS in Peru).
- Treating as in force in Colombia the opening of 2023 to the securities market, which the Constitutional Court annulled in 2025.
- Thinking that a token bypasses the prohibition on registering securities.
For each country’s fit with an issuance in Spain, see the pages for Mexico, Colombia and Argentina.
Rules reviewed as of 1 November 2026: General Law of Commercial Companies of Mexico, Law 1258 of 2008 of Colombia and Law 27.349 of Argentina.
Notice: This content is for information and educational purposes. It does not constitute legal, tax or investment advice. Check the current version of the rules in official sources before making decisions.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
What is a SAS and how does it differ from a corporation?
It is a capital company with shares and limited liability, designed to be incorporated with fewer formalities than a corporation. It usually allows a single shareholder and leaves more freedom to draft the bylaws. In exchange, several countries close off access to the public securities market or set caps, such as the annual revenue cap in Mexico, that force it to transform as it grows.
Can a SAS be listed on a stock exchange?
It depends on the country. In Colombia and Ecuador the law explicitly prohibits it for their shares. In Peru, the SACS follows the rules of the closed corporation, which also cannot register shares with the SMV. In Mexico and Chile, the rules for listed shares are designed for the corporation. In Argentina the SAS law is silent and the answer depends on CNV regulations.
What happens if a Mexican SAS exceeds the revenue limit?
It must change to another type of company provided for in the General Law of Commercial Companies, in accordance with the rules of the Ministry of Economy. The limit for 2026 is around 7.68 million pesos and is updated every January. Until the partners complete the transformation, they are liable for corporate debts to third parties with their own assets on a subsidiary, joint and several, and unlimited basis.
Is the Chilean SpA a SAS?
It serves the same function, although it has its own name and regime in the Commercial Code. It may have one or more shareholders, the law does not set a minimum capital, and it can be incorporated online through the Companies and Societies Registry. If it exceeds 2,000 shareholders for twelve months, or the higher number set by the CMF, the law automatically converts it into a corporation.
Can a Latin American SAS issue tokenized securities in Spain?
Issuance under Law 6/2023 is carried out by a Spanish company. To tokenize shares, a corporation is required, since Spanish law does not consider interests in an S.L. to be securities. The route is to incorporate a S.A. or a vehicle in Spain that issues the securities, and to design with advisers from both countries the role that the SAS and its shareholders play in that structure.
