corporation forms provided by Venezuelan law are: • Company
anonymously. Social obligations are guaranteed by a given capital, the partners are bound by the amount of shares, are corporations.
• Limited Liability Company. Social obligations are guaranteed by a given capital divided into shares of participation that may not be represented by shares or securities, this type of company embodies principles of limited liability companies and partnerships, the partners' liability is limited the amount of their contributions in the contract social transfer of the participation shares is subject to the unanimous affirmative of the members.
• Company partnerships. Social obligations are guaranteed by the unlimited and joint liability of one or more partners and limited liability to a specified amount of one or more partners, the capital of the partners can be divided into shares. • Company name
group. Social obligations are guaranteed by the unlimited and joint liability of all partners. • Account
participation. Is one in which a company gives to one or more people share in the profits or losses of one or more transactions.
• Consortium. It is a form of partnership under which two or more companies come together to act together under the same management, each keeping its legal personality and independence.
The most common types of companies in Venezuela are corporations and limited liability companies, in both cases, steps must be taken for legal recognition are those listed below:
or hire the services of a lawyer and choose the form of business organization most appropriate, according to the Commercial Code, Civil Code, the Capital Market Law and Decree No. 2095 (which governs the treatment of foreign investment).
or develop the document of incorporation and bylaws of the company.
or register the name in the Register and start the process for registration of the mark, name or slogan to the Industrial Property Office, Ministry of Industry and Commerce (formerly of Development).
or Open a bank account in the name of the company, where you must enter at least 20% of subscribed capital.
or present in the commercial register of the company's statutes, which must include the objectives, subscribed and paid up capital, the ownership structure (at least two partners), training board, etc., Signed by a attorney. You must also submit a power of attorney for a Venezuelan citizen or resident in the country authorized to register the company with the Commercial Register and other agencies in the area, and likewise, shall provide written evidence that the contribution of Foreign capital has been sold in a national bank. Finally, documents must be submitted showing that the Bs originated in the previous action have been deposited in an account in the name of the company, in the event that the contribution is not made in provision of capital but in the form of equipment, other goods or technology, you must present a copy instead import documents.
or hire the services of a superintendent or fiscal agent, which must be a certified public accountant a Venezuelan national, who must accept the position in a letter to linking a copy of his identity card. Or Cancel
taxes.
or acquire the required accounting books, and numbered seal. The books are the daily, the largest and the inventory (item # 32 of the Code of Commerce).
or publish the document of incorporation of the company in a national newspaper.
or request permission to work with the mayor of the municipality where the company is going to work, for which it must obtaining patents, trade and industry. Request
or suitability for use of Municipal Engineering.
or obtaining tax identification number, known in Venezuela "RIF."
or request the document under the Fire Department.
or Company Register at the National Institute for Educational Cooperation. Register
or the social insurance company.
If instead of a company you want to install a branch of a foreign, will be necessary to appoint a legal representative with sufficient powers to act on behalf of the parent. In addition, you must submit the following documents: power on behalf of a Venezuelan lawyer, certified copies of deeds stating the legal representation and the minutes of the special meeting stating the appointment of the representative and its powers.
Foreign companies may act through an agent itself, a sales representative or a duly authorized dealer. There is no special protection for commercial agents or distributors, so the link should be made freely, by contract subscribed by both parties in this way, the only rights possessed by the distributor or agent are specified in the contract , respecting the minimum conditions laid down by the Civil Code and Commercial Code on agency contracts and representation.
Another option for establishing a Venezuelan company is through the figure named "EMA" or "Andean multinational company." The only requirement to get this designation is to control and manage production facilities located in two or more countries of the Andean Pact (Bolivia, Colombia, Ecuador, Peru and Venezuela). Corporations can become multinational Andean actually getting all the advantages inherent to the latter. These companies were created under the Andean subregional market system, by Decision No. 292 of the Cartagena Agreement Commission, published in the Gazette Extraordinary No. 4284, dated 28.06.1991. These companies have a number of advantages listed below:
• Have consideration of business, including the preference for the procurement of goods and services the public sector.
• The contributions for the capital of the company and its branches can move freely within the borders of the countries of the Andean Pact (item # 10).
• Have the right to install branches in those countries other than the principal home (item # 15).
• Contributions may include convertible currencies, machinery and equipment used or new materials or technology.
• Preferential access to domestic credit and credit lines Corporación Andina de Fomento (CAF).
double taxation is avoided, as in the member's primary residence will not be taxed on income tax on profits earned by subsidiaries in other countries.
anonymously. Social obligations are guaranteed by a given capital, the partners are bound by the amount of shares, are corporations.
• Limited Liability Company. Social obligations are guaranteed by a given capital divided into shares of participation that may not be represented by shares or securities, this type of company embodies principles of limited liability companies and partnerships, the partners' liability is limited the amount of their contributions in the contract social transfer of the participation shares is subject to the unanimous affirmative of the members.
• Company partnerships. Social obligations are guaranteed by the unlimited and joint liability of one or more partners and limited liability to a specified amount of one or more partners, the capital of the partners can be divided into shares. • Company name
group. Social obligations are guaranteed by the unlimited and joint liability of all partners. • Account
participation. Is one in which a company gives to one or more people share in the profits or losses of one or more transactions.
• Consortium. It is a form of partnership under which two or more companies come together to act together under the same management, each keeping its legal personality and independence.
The most common types of companies in Venezuela are corporations and limited liability companies, in both cases, steps must be taken for legal recognition are those listed below:
or hire the services of a lawyer and choose the form of business organization most appropriate, according to the Commercial Code, Civil Code, the Capital Market Law and Decree No. 2095 (which governs the treatment of foreign investment).
or develop the document of incorporation and bylaws of the company.
or register the name in the Register and start the process for registration of the mark, name or slogan to the Industrial Property Office, Ministry of Industry and Commerce (formerly of Development).
or Open a bank account in the name of the company, where you must enter at least 20% of subscribed capital.
or present in the commercial register of the company's statutes, which must include the objectives, subscribed and paid up capital, the ownership structure (at least two partners), training board, etc., Signed by a attorney. You must also submit a power of attorney for a Venezuelan citizen or resident in the country authorized to register the company with the Commercial Register and other agencies in the area, and likewise, shall provide written evidence that the contribution of Foreign capital has been sold in a national bank. Finally, documents must be submitted showing that the Bs originated in the previous action have been deposited in an account in the name of the company, in the event that the contribution is not made in provision of capital but in the form of equipment, other goods or technology, you must present a copy instead import documents.
or hire the services of a superintendent or fiscal agent, which must be a certified public accountant a Venezuelan national, who must accept the position in a letter to linking a copy of his identity card. Or Cancel
taxes.
or acquire the required accounting books, and numbered seal. The books are the daily, the largest and the inventory (item # 32 of the Code of Commerce).
or publish the document of incorporation of the company in a national newspaper.
or request permission to work with the mayor of the municipality where the company is going to work, for which it must obtaining patents, trade and industry. Request
or suitability for use of Municipal Engineering.
or obtaining tax identification number, known in Venezuela "RIF."
or request the document under the Fire Department.
or Company Register at the National Institute for Educational Cooperation. Register
or the social insurance company.
If instead of a company you want to install a branch of a foreign, will be necessary to appoint a legal representative with sufficient powers to act on behalf of the parent. In addition, you must submit the following documents: power on behalf of a Venezuelan lawyer, certified copies of deeds stating the legal representation and the minutes of the special meeting stating the appointment of the representative and its powers.
Foreign companies may act through an agent itself, a sales representative or a duly authorized dealer. There is no special protection for commercial agents or distributors, so the link should be made freely, by contract subscribed by both parties in this way, the only rights possessed by the distributor or agent are specified in the contract , respecting the minimum conditions laid down by the Civil Code and Commercial Code on agency contracts and representation.
Another option for establishing a Venezuelan company is through the figure named "EMA" or "Andean multinational company." The only requirement to get this designation is to control and manage production facilities located in two or more countries of the Andean Pact (Bolivia, Colombia, Ecuador, Peru and Venezuela). Corporations can become multinational Andean actually getting all the advantages inherent to the latter. These companies were created under the Andean subregional market system, by Decision No. 292 of the Cartagena Agreement Commission, published in the Gazette Extraordinary No. 4284, dated 28.06.1991. These companies have a number of advantages listed below:
• Have consideration of business, including the preference for the procurement of goods and services the public sector.
• The contributions for the capital of the company and its branches can move freely within the borders of the countries of the Andean Pact (item # 10).
• Have the right to install branches in those countries other than the principal home (item # 15).
• Contributions may include convertible currencies, machinery and equipment used or new materials or technology.
• Preferential access to domestic credit and credit lines Corporación Andina de Fomento (CAF).
double taxation is avoided, as in the member's primary residence will not be taxed on income tax on profits earned by subsidiaries in other countries.
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