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本文由律咖网社群读者 Haiyan 投稿分享。
为了方便大家阅读，律咖网编辑 JingJing（微信：lvga2015）对原文进行了细致的逻辑润色与合规性整理。希望能给正在 厄瓜多尔 创业路上的你带来真实的参考。

I didn’t come to Riobamba for the mountains.
I came because the local tax office didn’t ask for my bank statements.
That was the first red flag.

I’m Haiyan. 36. From Xuzhou, Jiangsu. Graduated from Huaqiao University in brand communication — which, ironically, taught me how to sell stories better than I learned how to build businesses. My company makes modular energy storage units. We’re still in sample phase. No revenue. Just prototypes, sleepless nights, and a fridge full of instant noodles I forgot to eat yesterday.

I thought Ecuador — specifically, Riobamba — would be a quiet place to register a holding company. Low cost. Low scrutiny. Maybe, just maybe, a quiet springboard toward an overseas listing down the line. Not for IPOs. Not for Wall Street. Just to open a door that’s currently locked in China: investor diversification, currency flexibility, and legal separation from domestic operational risk.

So I asked.

Not loudly. Not with a lawyer. Just quietly, over coffee with a local accountant who spoke decent English and had a 10-year-old laptop that still ran Windows XP.

“Can I register a company here,” I asked, “and later list it overseas — say, on NASDAQ or HKEX — without triggering U.S. securities registration?”

He didn’t laugh.
He just stared at his coffee.
Then said:
“The law here doesn’t say yes. It doesn’t say no. It just… doesn’t say anything.”

That’s when I realized: this isn’t about legal codes.
It’s about information asymmetry.

The Silence Isn’t Empty — It’s Layered

I spent three weeks digging.

I read the Ecuadorian Commercial Code. I checked the Superintendencia de Compañías website. I even called the U.S. Embassy in Quito — not to ask for help, but to ask if they published any guidance for foreign entities considering U.S. capital markets. The operator transferred me to a voicemail that played the same 45-second message in Spanish and English, over and over.

Then I found the document you see in the frontmatter.

It’s from a group called EBC — Energy & Capital Advisors, I assume — that published a legal notice about securities exemptions under the U.S. Securities Act. It said, clearly:

“Any public offering of securities to be made in the United States would have to be made by means of a prospectus that could be obtained from the issuer…”
“EQT, Box BidCo and Waga Energy do not intend to register any portion of the proposed offering in the United States…”

That’s it. No links. No contact. No local Ecuadorian counterpart referenced.

I asked a German expat lawyer in Quito if this document applied to a company registered in Riobamba. He said:
“It’s possible. But only if you’re not soliciting U.S. investors. And even then, you’d need to structure the offering so that no U.S. person — even a tourist — can access it. That’s nearly impossible in 2026.”

I laughed. Then I cried a little.
Not because I was scared.
Because I realized: I spent 17 days in Ecuador trying to answer one question — and all I got was a 300-word legal disclaimer written by a firm that doesn’t even operate here.

The time cost?
I missed two sample deliveries.
My supplier in Shenzhen sent me a message: “Haiyan, you’re not responding. Are you okay?”
I hadn’t slept more than four hours a night for 12 days.

I started eating again.
But I stopped asking questions.

My Framework: Three Layers of Uncertainty

Here’s how I now think about overseas listing compliance from Ecuador — not as a checklist, but as a layered risk map:

  1. Local Registration ≠ Global Legitimacy
    Registering a company in Riobamba is simple. You need a local address, a notary, and $500. But that company is invisible to the SEC, HKMA, or any foreign exchange regulator. If you want to list overseas, you’re not just building a business — you’re building a legal bridge. And no bridge exists between Riobamba and Wall Street. Not yet.

  2. U.S. Securities Law Applies to You, Not Just Your Company
    The EBC document I found isn’t about Ecuador. It’s about U.S. jurisdiction. If any U.S. person — even one — buys your shares, even indirectly, you could be violating U.S. law. That means:

    • No public websites in English
    • No LinkedIn posts targeting global investors
    • No Zoom pitches to Chinese diaspora in Texas
    • No “contact us” forms that accept U.S. IP addresses

    The moment you become visible, you become regulated.
    And Ecuador doesn’t have the legal infrastructure to shield you from that.

  3. The “Exemption” Isn’t a Loophole — It’s a Minefield
    The document says: “…other than pursuant to an exemption from registration…”
    But it doesn’t say which exemption.
    Rule 144A? Regulation S?
    And even if you qualify — who verifies it?
    Your accountant in Riobamba?
    A freelance lawyer in Manila?
    Or the guy who runs the café where you take calls?

    There’s no authority here to confirm you’re compliant.
    So you’re operating on faith.

What I Learned (and What I Won’t Do Again)

I used to think compliance was about paperwork.
Now I know it’s about trust architecture.

Here’s what I’ve changed:

  • I stopped trying to “go global” from Ecuador.
    I’m now registering my holding entity in Singapore. Why? Because their MAS publishes clear guidelines. Because they have public registries. Because I can find a lawyer who speaks Mandarin and understands SEC Rule 506(c).

  • I stopped believing “no one asks” means “no one cares.”
    Just because the Ecuadorian authorities don’t ask for your shareholder list doesn’t mean the U.S. won’t find out later — through a whistleblower, a bank transfer, or a LinkedIn post.

  • I stopped trusting “global” documents without local context.
    The EBC notice? Useful as a starting point — but useless as a roadmap.
    I now cross-reference every international legal reference with at least two local professionals — even if they’re not lawyers.
    A notary. A banker. A translator who’s worked with foreign investors.

I’m still building my storage units.
Still in sample phase.
Still eating instant noodles.
But now I sleep better.

Because I stopped chasing a myth.
And started building a bridge — slowly, quietly, with eyes open.

📌 FAQ

Q1: Can I register a company in Riobamba and later list it on NASDAQ?

Steps & Path:

  • Step 1: Register your local entity with the Superintendencia de Compañías (Ecuador).
  • Step 2: Establish a holding structure in a jurisdiction with recognized capital market infrastructure (e.g., Singapore, Cayman, BVI).
  • Step 3: Engage a U.S. securities attorney to evaluate if your offering qualifies under Regulation S or Rule 144A.
  • Step 4: Ensure zero solicitation or marketing to U.S. persons — including through digital channels.
    Key Points:
  • Ecuadorian registration alone does not enable U.S. listing.
  • The U.S. SEC regulates investors, not just companies.
  • No public filings in Ecuador satisfy U.S. requirements.

Q2: Is there an official Ecuadorian agency that confirms overseas listing compliance?

Steps & Path:

  • Step 1: Visit the Superintendencia de Compañías website (www.supercompanias.gob.ec).
  • Step 2: Search for “Oferta Pública de Valores” or “Mercado de Capitales.”
  • Step 3: Contact their investor relations desk via email — no phone support.
  • Step 4: Request a written statement on cross-border listing frameworks.
    Key Points:
  • Ecuador has no formal process for “pre-clearing” offshore listings.
  • No official document confirms compliance with U.S., EU, or HK regulations.
  • Any claim otherwise is speculative.

Steps & Path:

  • Step 1: Download the document referenced in this article.
  • Step 2: Do not present it to any bank, auditor, or regulator as a legal opinion.
  • Step 3: Use it only as a reference point to ask U.S.-based counsel: “Does this align with Regulation S?”
  • Step 4: Never rely on it without a signed legal opinion from a licensed U.S. securities attorney.
    Key Points:
  • This is a communication, not a legal instrument.
  • It states intent — not permission.
  • It explicitly disclaims liability.

Final Thoughts

I used to think entrepreneurship was about speed.
Now I know it’s about patience — and the humility to admit when you don’t know.

I thought I was smart for choosing Riobamba.
Turns out, I was just lucky the paperwork was cheap.

If you’re reading this because you’re standing where I was — staring at a legal document from a firm you’ve never heard of, wondering if it’s enough — I want you to know:
It’s not.

But you’re not alone.

I’m still here.
Still building.
Still confused sometimes.

If you want to talk about this — not to get a “solution,” but just to share the silence — you can reach out to JingJing.
She’s the editor at Lvga.com.
I sent her this draft last week.
She didn’t fix my grammar.
She asked: “What did you learn?”
And that’s all I needed.

You can find her at lvga2015 on WeChat.
No promises. No services. Just a quiet space for people who are trying to figure things out — one step, one coffee, one sleepless night at a time.

🔸 延伸阅读

🔸 EBC team with 40+ years in financial institutions outlines U.S. securities exemption framework 🗞️ 来源: Lvga.com – 📅 2026-05-04
🔗 阅读原文

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