VEXSTON Legal

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Corporate and commercial law in Venezuela

VEXSTON advises Venezuelan and foreign companies throughout their life cycle: incorporation of companies and branches, foreign investment registration, commercial contracts, corporate governance, share and business acquisitions, and corporate reorganizations.

Lawyers in this area: Domingo A. Ramírez Quintero, Rafael R. Gil Valderrama · Team

What we do

  • Incorporation of corporations (C.A.), limited liability companies and branches of foreign companies
  • Foreign investment registration and capital entry structures
  • Shareholder minutes, capital increases, board changes and corporate books
  • Commercial contracts: distribution, supply, agency, franchising, joint ventures
  • Share and business purchases with legal due diligence
  • Shareholder agreements, corporate governance and shareholder disputes

When to contact us

  • You plan to set up a company in Venezuela or a subsidiary of your foreign company.
  • You need to formalize shareholder decisions or update the commercial registry.
  • You are buying or selling a company, a block of shares or a business.
  • You are signing a long-term commercial contract or one with a foreign counterparty.

Frequently asked questions

What is needed to set up a company in Venezuela?

In general terms: reserve the company name with the Commercial Registry, draft the articles of incorporation and bylaws, subscribe and pay in the capital (with accounting or bank support), register the company, publish the registration and obtain the tax ID (RIF) from SENIAT. Municipal, labor and social security registrations follow. We provide a written plan with timelines and a budget for the registry and company type involved.

Can a foreign company operate in Venezuela without forming a new company?

It can register a branch of the foreign company with the Commercial Registry, which requires its corporate documents to be legalized or apostilled and translated. The alternative is a Venezuelan subsidiary. The choice depends on liability, taxes and the type of business, and in both cases foreign investment registration should be assessed.

What does due diligence cover before buying a company in Venezuela?

The corporate situation (share ownership, minutes, powers of attorney), tax, labor and third-party liabilities, litigation, material contracts, permits and property. The findings support negotiation of the price, warranties and indemnities in the purchase agreement.

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