You must be aware that Venezuela is the fourth WORST most difficult place to create a new business in the world, according to the survey from the World Bank. Many difficulties can arise from the moment you try to incorporate a new company, most of them because the point of view of the registrar officer, that has discretionary powers.
The main issues:
1) Foreigner persons or companies being shareholders, as they request registration with tax authorities, to a working visa (depending on the registrar officer in charge at the moment of the registration)
2) Board of Directors: requested that sometimes (not always) for the shareholders of the board to be Venezuelan or to have a working or a resident visa
3) Amount of the share capital depends on the purpose of the company, and a list that was drafted by the Ministry of Interior and Justice, that is not shown to the public and lawyers. It is not unusual that they request several times to increase the capital
4) Registration of the share capital, as there is a Superintendency for Foreign Investments, but sometimes they do not register a foreign investment except if the capital was transferred from abroad via bank-system at the lowest exchange rate of the Three valid (6.30/US$), and not at the highest legally possible (199/US$), not to mention black market (over 600/US$).
5) Problem often arise with the banks, that try to apply very restrictive money laundering rules for foreign capital.
To incorporate a Venezuela company the following is required for the Registro Mercantil of Venezuela:
All documents presented before the Registro Mercantil must be signed by a local Venezuelan lawyer.
Registration at the local Servicio Nacional Integrado de Administracion Aduanera y Tributaria and Registro Unico de Informacion Fiscal to obtain a fiscal number is also required.
A company is considered a foreign owned company if more than 49% is owned by a foreign national, between 49% and 19.9% owned by a foreign national is a Mixed company and National companies are classified when less than 19.9% is owned by a foreign national.
There are many types of business structure in Venezuela:
The most simple and common form of incorporation in Venezuela is through a Limited Liability Company.
Company names must be approved and reserved with the Registro Mercantil of Venezuela. We check that your Venezuela company name is acceptable and is not already incorporated with the Registro Mercantil.
After submitting the company name, it takes three days to obtain the company name approval.
We then prepare and legalize the company’s constitutive documents and social statutes
The Mercantile Registry requires evidence of a bank account where the share capital has been deposited.
We then register the company at the local mercantile registry (Registro Mercantil), this procedure must be done within 30 days of name reservation.
The artcles must then be published in a local newspaper (Gaceta Forense del Registro Mercantil) for 3 days.
The company must register their corporate books (Shareholders' Book, Shareholders’ Meeting Minutes Book and, if applicable, Board of Directors Minutes Book) and accounting books (Inventory Book, Daily Book and Ledger). Register at the local Servicio Nacional Integrado de Administración Aduanera y Tributaria (SENIAT) with Registro Unico de Información Fiscal (RIF) to obtain fiscal number
SENIAT is the National integrated service of customs and tax administration and RIF is the Fiscal Registry. SENIAT requires that the company's shareholders, directors and legal representative must be registered with the RIF prior to obtaining the Company's RIF.
Obtain tax clearance certificate at municipal level (Instituto Municipal de Aseo Urbano)
The standard capital requirement for a company incorporated in Venezuela is US$400
At least two shareholders are required for an incorporation in Venezuela, with no restrictions regarding nationality or residency.
Only one director is required for your Venezuelan company, with no restrictions on nationality or residency
Your company must have a Rregistered Office in Venezuela, this is where documents may be legally served - we can provide a registered office in Venezuela.
Once incorporated we provide a set of corporate documents for your Venezuela company which, includes the Certificate of Incorporation, Memorandum of Association the Articles of Association and Share Certificates. Copies of the company incorporation documents are sent via email and the originals from the Companies Registry are sent to you in our corporate folder.