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Deal Mechanics

LATAM startup legal vehicles, compared

Every country in the region has its own answer to "what corporate structure should a venture-backed startup use?" Here is how the main ones compare, side by side.

At a glance

CountryVehicleFull nameWhat it is built for
MexicoSAPISociedad Anónima Promotora de InversiónOutside equity investment with flexible shareholder agreements and share classes
ColombiaSASSociedad por Acciones SimplificadaFast, low-cost incorporation with flexible governance (introduced 2008)
ArgentinaSASSociedad por Acciones SimplificadaFast incorporation, paired with the region’s only dedicated angel tax deduction (Ley 27.349, 2017)
ChileSpASociedad por AccionesFast, flexible structure in a historically stable capital and currency environment
PeruS.A.C.Sociedad Anónima CerradaStandard closely-held corporate form — less purpose-built for venture rounds than the others
BrazilMarco Legal instrument"Contrato de opção de compra de participação" (Complementary Law 182/2021)Lets an investor back a company without becoming a formal partner with management liability

A high-level snapshot, not legal advice — corporate law changes, and the right structure depends on your specific deal. Confirm current rules with local counsel.

Why this matters for angels

The corporate vehicle a startup uses affects real things for an investor: how easily the company can create different share classes for different investors, how shareholder agreements are enforced, and — in Brazil’s case specifically — whether an investor risks being treated as a formal business partner with management liability rather than a passive shareholder.

It also shapes how comfortable US or global investors will be co-investing: Mexico’s SAPI, Colombia and Argentina’s SAS, and Chile’s SpA were all designed with outside venture investment in mind, so most institutional investors in the region are already familiar with them. Some startups eventually "flip" to a Delaware holding company above their local operating entity once they raise significant US or global capital — see the relevant country guide for when this is more or less common in each market.

Frequently asked questions

Is one of these vehicles objectively "better" than the others?
Not universally — each was designed for its own country’s legal system, and comparing them mostly matters when you are investing across multiple countries and want to understand what rights and protections look similar or different from what you are used to.
Does the choice of legal vehicle affect how my investment is taxed?
Generally, the corporate vehicle and the tax treatment of your investment are separate questions — tax rules depend on your own residency, the specific instrument you invest through, and the country’s tax code, not simply which corporate form the startup uses. See our country guides for tax notes specific to each market, and confirm with a local tax advisor before investing.
Why do some LATAM startups incorporate in Delaware instead of using any of these?
Startups targeting significant US or global venture capital sometimes create a Delaware holding company above their local operating entity, since US investors are often most familiar and comfortable with that structure. This is more common in some countries (Peru, Argentina) than others (Mexico, Colombia) — see our country guides for specifics.
What is unique about Brazil’s approach compared to the others?
Brazil’s Marco Legal das Startups (Complementary Law 182/2021) created a specific investment contract rather than a new corporate form — it lets an investor back a company through a defined legal instrument without automatically taking on the liabilities of a formal business partner. See our Brazil guide for more detail.