Setting up a company procedures in Venezuela

Venezuela, the golden land of South America, is not only known for its huge oil reserves but also for being a promising destination for investors. The strategic geographical location, located in the middle of the regional center, opens up a vast trade door with neighboring markets. In addition, the Venezuelan government is making efforts to diversify the economy, creating favorable conditions for foreign investment through attractive preferential policies. With abundant natural resources and a young and dynamic workforce, Venezuela promises to be an ideal destination for businesses looking to expand their markets and develop sustainably. However, many investors do not know the process and procedures for establishing a company in Venezuela, Viet An Law would like to guide customers through the article below.

Choosing the type of company to set up in Venezuela

When deciding to set foot in the Venezuelan market, foreign investors have many choices of business types, each with its own characteristics and advantages. Here are some common forms:

• Joint Stock Company (Sociedad Anónima – S.A.):
  • This is the most common type of company, similar to a joint stock company in Vietnam.
  • The charter capital is divided into shares, and the responsibilities of the shareholders are limited to the number of shares owned.
  • A. is suitable for large businesses that plan to raise capital from the public.
• Limited Liability Company (Sociedad de Responsabilidad Limitada – S.R.L.):
  • This type is suitable for small and medium-sized businesses with a limited number of members.
  • The liability of the members is limited to the scope of the capital contribution.
  • R.L. has simpler incorporation and management procedures than S.A.
• Public Joint Stock Company:
  • This is the type of company whose shares are traded on the stock market.
  • This type will be subject to stricter management.
• Dependent Branch (Sucursal):
  • This is a form of expansion of the operations of a foreign company in Venezuela.
  • The dependent branch does not have a separate legal status, and the parent company is responsible for all activities of the branch.
• Representative Office:
  • Representative offices have the function of conducting market research and promoting products and services, but are not allowed to conduct direct business activities.
  • This is a form of market exploration.

Procedures for naming, choosing and keeping a company name in Venezuela

• Check the availability of the name:
  • Before you decide to keep your name, you need to check if it has been used by another company in Venezuela. The name check can be done online through the website of the Commercial Register (Registro Mercantil) via the link below https://tramites.saren.gob.ve/ or in person at the office of this agency.
  • Customers should prepare 2.3 backup company names.
• Company name keeping:
  • After checking the available and registered company name, you need to proceed with the registration procedure at the Commercial Register.
• Get Name Approval:
  • After completing the name holding procedure, you will need to wait for official approval from the Commercial Register.
  • Once you receive the name approval certificate, you can proceed to the next steps in the company registration process.

The process of opening a bank account to set up a company in Venezuela

Once the company name is approved, the next step is to open a bank account for the company.

Documents required to open a corporate bank account

• Certificate of approval of the company name.
• A copy of the passport or identity document of the company representative.
• Other documents as required by the bank.

After opening a bank account, you need to make a capital contribution to the charter that you intend to register and then you will receive a receipt confirming the transaction. This receipt is one of the important documents required for registration at Registro Mercantil.

Publication of information on the setting up of a company in Venezuela on the newspaper

• This is a mandatory step to publicly announce the formation of a new company, ensuring transparency and legal compliance.
• The publication in the press helps information about the company to be widely disseminated, creating conditions for partners, customers and authorities to grasp the information.

Process of disclosure of company establishment information

You need to publish information about the establishment of the company in a reputable local newspaper with a large circulation, the newspaper Gaceta Forense del Registro Mercantil, which is often used for this purpose. Information to be disclosed includes: Company name, Type of company, Charter capital, Information about the legal representative, Address of the head office. The announcement is usually made for three consecutive days.

Setting up a company procedures in Vezezuela

Register to set up a company at Seniat

The company establishment dossier includes:

• Registro Mercantil’s Certificate of Registration of Company Name.
• The company’s charter.
• Information about the legal representative.
• Other documents required by SENIAT: Copies of personal legal documents of company members, documents proving the address of the head office, etc.

Get your company’s RIF tax identification number

RIF (Registro de Información Fiscal) is an important tax code in Venezuela, similar to the corporate tax code in many other countries. This is a tax identification number issued by SENIAT (Servicio Nacional Integrado de Administración Aduanera y Tributaria – National Integrated Service Agency for Tax and Customs Administration) after the establishment of the company. Every company and individual doing business in Venezuela needs a RIF.

Purpose of RIF

• RIF is used to track and manage the financial and tax activities of companies and individuals.
• RIF is mandatory for corporate activities such as:
  • Issue invoices.
  • Perform banking transactions.
  • Pay taxes.
  • Execute commercial transactions.

If you need assistance with the procedure for establishing a company in Venezuela, please contact Viet An Law for the fastest support!