Shareholders, minutes and meetings

Yes, we can assist him in English. We have people on our team who speak English, so your partner can talk with us, ask his questions and understand every step in his own language. Documents that get signed follow a separate rule: in Venezuela, a translation is only legally valid when it's done by an intérprete público (sworn translator authorized in Venezuela). We work with them, so if your partner needs to sign documents, we prepare them properly translated. What matters is that no one signs something they didn't understand. Book your free consultation, in Spanish or in English, and we'll get organized.

We'll definitely help you, even though you didn't sign anything. The fact that the agreement was verbal doesn't mean it doesn't exist. There are ways to prove your contribution and your stake: bank transfers, witnesses, documents and how both of you behaved while running the business. This goes through our legal advisory area, with a lawyer who studies your case in depth. I won't promise you an outcome, but I will promise you won't be fighting this alone. Book an appointment, it costs nothing, and we'll explain your case to you.

Absolutely: a foreigner can be a partner in a Venezuelan company. Your friend doesn't even have to travel. He can grant a power of attorney in Colombia, duly apostilled (Hague Convention certification for use abroad). With that, he's represented here to incorporate the company. We explain which of his documents are needed, how they must be legalized and what his participation involves, including registering the foreign investment. Book an appointment at no cost and let's get the conversation started.

We handle it with this procedure: Compañía Anónima (C.A.) incorporation →

Of course, it's very common and perfectly valid. You can name a family member you trust as a partner or as your company's representative. Now here's the advice I give everyone. Even if it's your brother or your mom, put in writing in the bylaws what each person is entitled to, who decides what, and how someone exits if they want out. The ugliest corporate disputes we've seen are between family, and almost all of them started with a "we don't need that between us." Ask for a free appointment and let's talk it through calmly.

Of course. A company can't stay stuck forever because a partner disappeared, and the law provides paths for this. We review your bylaws and the company's real situation, and we tell you what options you have. They range from formal meeting notices that allow decisions to be made without him, to actions to exclude him or dissolve the company if there's no other way. Every case is different depending on how your articles of incorporation and bylaws are written. Message us on WhatsApp and we'll look for a way out.

Of course, and it's so important to do it right so you walk away without headaches later. Selling or transferring a company isn't a handshake: it's a process that has to be made airtight. We put a value on your company and prepare the share transfer or the full transfer, with all its permits up to date. We get everything signed and recorded as the law requires, so neither the buyer nor you are exposed to a claim tomorrow. You close this chapter with peace of mind and your money secure. Ask for a free appointment and we'll tell you how we'd proceed.

We handle it with these procedures: Share sale or transfer → Sale of a business (fondo de comercio) →

We'll guide you both, and splitting up well is entirely possible. Most wars between partners start because nobody put numbers on the table: they argue from memory and resentment. We value the company, structure the exit with the corresponding share transfer, set how and when payment is made, and get it all recorded. We work with both of you if you both want, or with you alone if he already has his own lawyer. You can end a partnership without ending the relationship. Book your advisory session and we'll put it together.

We handle it with this procedure: Share sale or transfer →

We'll resolve it, and the first step is to take the company out of the middle of the family conflict. We value the company on technical grounds, which by itself lowers the temperature. Then we structure one partner's exit or the separation of both, with the share transfer and its recording. If there's willingness, we mediate to reach an agreement without going to court, which is always faster and cheaper. A paralyzed company loses value every day that goes by. Write to us today and we'll get it unstuck.

We'll set it up, and it's one of the most responsible things an owner can do. We put together your continuity plan: powers of attorney with the right scope and a clear designation of who makes decisions if you can't. We also add the necessary provisions to the bylaws so the company keeps running without getting paralyzed. That's what keeps your business from stopping and your family from not knowing what to do at the worst possible moment. Ask for a free appointment and we'll talk it over calmly.

It can be done, and it has to be done right. Distributing profits isn't taking cash out of the register: it's a formal act decided at a shareholders' meeting and reflected in the minutes. It must also rest on financial statements that show those profits exist. If it's distributed any old way, tax headaches and claims between partners show up later. Our accountant and our lawyer put it in order for you, with the minutes, the registration and the correct treatment. Whenever you're ready, we'll set a date and do it the way it should be done.

We handle it with these procedures: Annual shareholders' meeting → Financial statements →

We take care of it. A change in the board of directors is formalized with shareholders' meeting minutes and their recording at the Registro Mercantil (Commercial Registry), and it's best to do it as soon as it happens. Until it's recorded, the previous board is still in charge as far as third parties and agencies are concerned, with everything that implies for liability and signatures. We draft the minutes, call the meeting properly and handle the recording. Book your advisory session and we'll put everything in order.

We handle it with this procedure: Board of directors change →

We can do that, and it's a very useful move. Low capital is one of the first things a bank or a corporate client looks at when evaluating you, and capital in line with your operations makes you look solid and serious. The increase is formalized with shareholders' meeting minutes and their recording at the Registro Mercantil (Commercial Registry). There are different ways to do it depending on where that capital comes from. We advise you on which one suits you and we take care of the procedure. Request your free consultation and we'll see how we can help you.

We handle it with this procedure: Capital increase →

We'll set it up, and it's the right structure for that. A consortium lets you join forces with another company for a specific project or tender, combining capabilities and backing, without either one losing its independence or having to merge. The key is the agreement: who contributes what, who is responsible for what, how the proceeds are split and what happens if one side fails to deliver. Our lawyer drafts and formalizes it. Ask for a free appointment and we'll talk it through, no rush.

We'll do it. Merging two of your companies into one simplifies your operations, your accounting and your obligations, and it usually turns out more cost-efficient. Now, it's a formal process. The balance sheets have to be prepared, the merger agreement drafted, the publication steps and waiting periods the law requires completed, and the registration done. You also have to look after what happens to the permits, contracts and employees of the company being absorbed. We handle it from start to finish. Book an appointment, it costs nothing, and we'll walk you through it.

We handle it with this procedure: Company merger →

Yes, we do that, and it's a very useful tool. A power of attorney lets someone you trust sign and handle procedures in your name when you can't be there, whether you're traveling, out of the country or simply don't have the time. We draft it with the exact scope you want to give it, no more and no less, because one that's too broad is a risk and one that's too narrow is useless. And we process it at the Notaría (government notary office). Send us a message and we'll prepare it to fit your needs.

We handle it with these procedures: General power of attorney → Special power of attorney →

We'll draft it, and do it before the meeting, not after. A confidentiality agreement is what lets you show your idea, your numbers or your model without being left unprotected if that person decides to do it on their own. It must define what information is confidential, for how long, what it can be used for and what the consequences are if it's breached. A generic document downloaded from the internet won't protect you the same way. Ask for your free appointment and we'll tell you what comes next.

We structure it to be fair to both of you, which is what makes it work. We define what your company is worth today, what percentage the incoming capital gets, what rights that investor has and which ones the founder keeps. Also how major decisions are made and how the investor gets out if they ever want to. All of that goes into the bylaws and a shareholders' agreement. Whatever isn't defined on the way in gets fought over on the way out. Write to us, we'll schedule a time and design it.

We handle it with this procedure: Capital increase →

We explain what happens and we sort it out for you. The deceased partner's share doesn't disappear: it passes to his heirs, and until the estate is processed, those shares sit in a limbo that can paralyze company decisions. We guide you through the estate process for those shares, the update of the shareholder register and the arrangements so the company keeps operating in the meantime. And if your bylaws provided for this situation, we apply it. Book your advisory session and we'll get it in order.

We'll bring them up to date. The minutes books and the shareholder register tell the legal history of your company. Having them out of date becomes an obstacle exactly when you need them most: when you sell, apply for a loan, bring in a partner or go through an audit. We rebuild what's missing, draw up the pending minutes and leave the books in order and stamped. It's one of those things nobody misses until they're needed. Book your free consultation, no strings attached, and we'll guide you.

We'll update them for you. Bearer shares are a thing of the past, and today shares must be registered, meaning in the name of an identified person and recorded in the shareholder register. Still having bearer shares can hold up a sale, a loan or any transaction where you're asked to prove who the real owner is. We handle the conversion with its minutes and recording, and we bring your register up to date. Book your free consultation and we'll study your case.

We handle it with this procedure: Share conversion or reclassification →

We do it, and it's best done in a single act. When one partner leaves and another comes in at the same time, we structure a share transfer from the outgoing partner to the incoming one. It comes with its shareholders' meeting minutes, its recording and the update of the shareholder register. That way everything is documented in a single transaction, with no odd periods where it's unclear who is a partner. And we take the opportunity to check whether the bylaws need any adjustments. Book an appointment, at no cost to you, and let's start the conversation.

We handle it with this procedure: Share sale or transfer →

We have the specialists for that. A holding structure is built by setting up a parent company that controls the others. It has to be designed with three things in view at once: the corporate control you want to keep, the tax effect of the structure, and risk protection. The goal is that a stumble in one company doesn't drag the others down. We propose the structure with its advantages and its costs, and we carry out whatever corporate acts and registrations are needed. Whenever you're ready, we'll set up a meeting and map it out.

It's possible, and keeping control is exactly what has to be designed. The key isn't the percentage you give up, but how the bylaws and the shareholders' agreement are written. That's where you define which decisions require your vote, which matters are reserved for the founder, how the board of directors is made up and under what conditions the investor can sell or exit. You can take in significant capital without losing the direction of your company, if it's structured before signing. Book your free consultation and we'll advise you.

We handle it with these procedures: Capital increase → Full bylaws amendment →

We handle the whole process. A well-done merger starts long before the agreement: with a review of the other company to know what you're really absorbing, its debts, its labor liabilities and its tax contingencies. Then come the valuation, the negotiation of the exchange ratio, the merger agreement with its balance sheets, the formal steps the law requires and the registration. Our team stays with you at every stage. Book an appointment at no cost and we'll get the conversation going.

We handle it with this procedure: Company merger →

We'll advise you, and it's an area where structure is everything. Raising capital from several investors requires defining precisely what's being issued, on what terms and what rights each party has. It also means deciding how to protect both those putting in the money and whoever runs the project. We prepare the corporate documents, the agreements and the information investors will require to make their decision. Our team structures the entire transaction for you. Book an appointment, there's no charge, and we'll look at your case together.

We'll advise you, and it's one of those decisions that shape the future of a family business. Professionalizing means putting in writing who decides what, how big decisions are made, how family members come in or leave, and what happens the day the next generation takes over. We draft your bylaws and your governance agreement, formalize the board of directors and register it, and help you separate family matters from business. That's what keeps a family feud from taking the business down with it. Book your free consultation and we'll study your case.

We handle it with these procedures: Full bylaws amendment → Board of directors change →

We do, and don't buy anything without that review. Before you sign, we look at the company from the inside: who really owns it and what its debts are, both the ones it declares and the ones it hides. Also what it owes its employees, where it stands with SENIAT (Venezuela's tax and customs authority), whether its permits are current and which contracts bind it. Many companies that look good from the outside drag along messes you inherit the day you sign. With that report in hand, you decide with the truth in front of you, or you negotiate a better price. Book an appointment, it's free of charge, and we'll go over your case together.

We'll structure it for you. Taking money from a fund is different from bringing in an individual partner: they'll demand organized information, reliable financial statements, a clean corporate structure, and clear rules on governance and exit. We get your company ready for that review, which is where many deals fall apart, and we structure how the capital comes in while protecting your position and your control. The sooner we start getting things in order, the better shape you'll be in when you sit down at the table. Book your free consultation, no strings attached, and we'll guide you.

We handle it with this procedure: Capital increase →

We'll handle it, and doing it in an orderly way is what saves you headaches years later. A clean liquidation means paying off what's owed, closing out the relationship with employees properly, getting each agency's compliance certificate, filing the final tax return and recording the dissolution. A company that's abandoned without being closed keeps generating obligations and can catch up with you down the road. We close it properly. Whenever you're ready, we'll book a time and do it the way it should be done.

We handle it with this procedure: Dissolution and winding up →

We'll represent you. A serious shareholder dispute is handled on two tracks at once. One is the courts, preparing and sustaining the lawsuit with full documentary support. The other is negotiation, because in most of these cases a settlement ends up being better business than a judgment. Our team stands with you on both and tells you frankly how strong your position is, without selling you false hopes. Write to us today and we'll evaluate your case.

We can handle it for you, and without you having to travel. With a power of attorney granted where you live and apostilled, we act on your behalf to sell your company or your property here. We check that the paperwork is in order, prepare the transaction documents, manage the sale and take care of the corresponding registration. We keep you posted at every step and send you everything in digital form. It's one of the things we do most for Venezuelans abroad. Ask for a free appointment and we'll talk it through.

We handle it with these procedures: Share sale or transfer → Property purchase and sale →

That's our favorite kind of case. We'll bring it up to date. An old company can almost always be fixed. We go through its file at the Registro Mercantil (Commercial Registry), the missing shareholders' meetings, the expired board term, the RIF (Venezuelan tax ID) and the overdue obligations. We build a plan in stages and get it back on its feet without you losing what you've built. Book your free appointment and we'll review the file.

We handle it with this procedure: Catch-up package for companies behind on compliance →