The Superintendency of Companies reaffirms the mandatory nature of a physical domicile, even for fully remote companies

What is meant by corporate domicile?

The corporate domicile refers to the location where the company fulfills its legal and contractual obligations, not only towards its shareholders, but also towards third parties, administrative authorities, and courts. Pursuant to Article 86 of the Civil Code and Article110 of the Commercial Code, the domicile must be a specific municipality or city, and it must be expressly stated in the company’s bylaws.

This location, while not necessarily an operational office or physical workplace, must exist as a legal and territorial point of reference, as it determines key aspects such as:

• Registration with the Chamber of Commerce in the corresponding jurisdiction.

• Jurisdiction of the courts in case of legal disputes.

• Location for holding meetings of the company's highest corporate body (shareholders’ meeting or board of partners).

• Official address for administrative and judicial notifications.

What has the Superintendency of Companies stated?

In response to specific inquiries, ruling 220-002803 provides the following clarifications:

• A corporate email address alone cannot serve as the company’s domicile.

Although Article 291 of the General Procedural Code requires companies to register an electronic address for notifications, this does not replace the legal obligation to have a physical domicile.

• The domicile must correspond to a city or municipality chosen by the shareholders and must be clearly included in the company’s incorporation documents. A fully virtual operational model does not exempt a company from this requirement.

• The absence of a physical office does not mean the company lacks a domicile. It is sufficient for the company to designate, in its bylaws and registrations, a place that fulfills the function of the legal center of operations.

• The domicile determines the legal territoriality of the company and serves as the foundation for obligations such as the registration of statutory books, legal representation, and the receipt of notifications.

Implications

This legal interpretation is particularly relevant for companies that, due to the nature of their business model, do not have offices, facilities, or physical service points, as their commercial activities are conducted remotely or digitally. Nevertheless, these companies are not exempt from complying with the corporate law requirements. Failure to designate a proper domicile may result in:

• Nullity in the company’s incorporation.

• Inability to register or renew the commercial registration.

• Irregularities in the convening and validity of corporate meetings.

• Sanctions for failure to register a physical address for service of process.

How can we help you?

At Forvis Mazars, we offer a corporate domiciliation service, designed to support companies that operate remotely and need a valid and legally compliant physical address to fulfill their legal obligations and avoid risks of nullity or sanctions. In addition to providing a registered address, we ensure full compliance with all related obligations, including:

• Commercial registration

• Judicial and administrative notifications

• Monitoring of official communications

• Domiciliary representation