Branch opening
Opening a branch extends your company to another city, state or municipality without creating a new company. The branch operates as the same legal entity as the head office: same name, same owners, same assets.
Requesting a quote doesn't commit you to anything
- You tell us about your case. It's free.
- We send you the price in writing, within 1 to 3 hours.
- You decide. If it works for you, we start. If not, you delete it with one click and pay nothing.
No one will pressure you. Your information is used only for your case.
Is it for you?
If any of these sounds like you, this procedure is for you.
- For existing companies that will operate in another city, state or municipality and need a legal presence there, whether a second store, a retail space, a warehouse, an office, a workshop or a plant. Also for anyone who needs to invoice, hire staff or get the business license in that municipality, all of which require the branch to be formally recorded in that jurisdiction
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Frank advice on whether a branch or a separate company suits you better.
- Drafting of the shareholders' meeting minutes that approve the opening, set the branch's address and purpose, and appoint its representative with their powers.
- Preparation of the head office's complete company file for transfer.
- Filing and follow-up at your head office's Commercial Registry.
- Filing and follow-up at the Commercial Registry of the branch's registry district.
- Visado (a lawyer's sign-off required before filing).
- Delivery of the recorded minutes and the branch's company file.
Does not include
- The Commercial Registry's official registry fees, of which there are two in this procedure: one for the minutes and one for recording the company file in the branch's registry district.
- The cost of publishing the minutes in a commercial gazette, which is mandatory and charged per page. Add it to your procedure ↓
- Stamping of the branch's books, updating the RIF (Venezuelan tax ID) with SENIAT (Venezuela's tax and customs authority), the business license from the new municipality's city hall, or the fire-safety and health permits for the premises. Add it to your procedure ↓We can handle it separately:Municipal permits →Fire department →
- The lease for the premises or third-party fees.
Add to your procedure
Check it and we include it in your quote. You decide at the end.
What you need
Check off what you already have. You don't need everything to request your quote.
You have 0 of 9.
- The head office's Commercial Registry record and articles of incorporation and bylaws
- Bylaws currently in force
- Latest shareholders' meeting minutes
- Minutes book
- Company RIF
- Cédula (Venezuelan ID card) and RIF of the shareholders
- Exact address where the branch will operate
- Details of the representative who will run the branch and the powers they will be granted
- Document for the premises, lease or title deed, if the registry for that registry district requires it
How the process works
You do very little. We take care of the rest. The whole process: on average, 14 to 20 business days.
- Step 1
Let's talk
We look at where you're opening and what the branch will do, and confirm whether a branch or a separate company suits you better.
We do this - Step 2
We prepare
We draft the minutes that approve the opening, set the address and purpose and appoint the representative, and hold the meeting with your quorum.
We do this - Step 3
We record
We record the minutes at your head office's Commercial Registry and take a certified copy to the registry for the branch's area.
We do this - Step 4
We publish
We publish the minutes in a commercial gazette.
We do this - Result
Done
We hand you the branch recorded and published, ready to operate.
You receive it
For our handling, in two back-to-back stages, first at the head office's Registro Mercantil (Commercial Registry), then at the branch's.
What it costs and how to pay
There are two separate payments, and we want you to see them clearly.
Our fee: we do all the work for you.
The official registry fee. It goes straight to the agency, and we give you the exact amount, with its receipt, before you pay anything.
How you pay: 50% when we start and 50% on delivery. In dollars, in bolívares at the official BCV exchange rate, or with Cashea.
How is your investment calculated?
Your investment has two parts, and we always show them to you separately. Our professional fee, from $320, which covers advice, drafting the minutes, the company file and handling the filing at both registries
The official registry fees, which aren't ours and are paid to the government. Here there are two, one for the shareholders' meeting minutes, calculated as a flat amount per filing plus an amount for each page of the document, and one for recording the company file at the Commercial Registry of the branch's registry district, which is charged on a higher scale, varies by registry district and is usually the higher of the two. No percentage is charged on the share capital, unless you increase capital at the same meeting, a decision that pays its own 2% separately. Add the publication in a commercial gazette, which is charged per page Your lawyer gives you the exact figure before you pay anything, no strings attached.
FAQ
What happens if I open a location in another city without recording it?
You operate without registry backing in that jurisdiction, and that makes it harder to get the municipal license, the permit for the premises and any contract you sign there.
How much does it cost to open a branch?
The professional fee, from $320, covers our handling; the official registry fees and the publication are separate, and each branch pays its own.
Does the branch get its own RIF?
The company keeps a single RIF. The branch is added with SENIAT as an additional location under that same RIF, and we help you with that update.
Can the branch use a different name?
No. Legally, it operates under the head office's company name. It can identify itself commercially with a sign, but if you want a different, protected name, that's a trademark with SAPI (Venezuela's intellectual property office).
Who is liable for the branch's debts?
The head office, with all its assets. The branch has no capital or shareholders of its own; it's the same company. If what you want is to separate risks, let's talk, because a separate company or a spin-off may suit you better.
Can I open it in another state?
Yes. It's recorded at the Commercial Registry of the registry district where it will operate, where a copy of the head office's company file is sent. That can stretch the timeline a bit.
Is it the same as registering a foreign company in Venezuela?
No. If the head office is incorporated outside Venezuela, the procedure is Foreign company registration in Venezuela (domiciliación), with considerably more requirements and higher official registry fees.
About this procedure
Let's start with what this service is NOT, so you don't waste your time. Opening a branch is not setting up a new company: if what you want is a separate company, with its own name, its own shareholders and its own assets, what you need is Compañía Anónima (C.A.) incorporation. Nor is it moving your company: if you're going to stop operating where you are and operate only somewhere else, that's a Registered address change. And if the head office is incorporated outside Venezuela, what you need is Foreign company registration in Venezuela (domiciliación). If your case is one of those, we'll take you straight to the right section.
A branch is an extension of your company in another place. Legally, it's still the same legal entity: it has no capital of its own, no shareholders of its own and no separate assets. That's why opening a branch is faster and cheaper than creating a new company, and it's also why the branch keeps your years in business, your track record and your trade name in the new market.
The process has two stages. First, the shareholders approve the opening at a shareholders' meeting and set the branch's address, its purpose and who will run it as its representative, with the powers granted to that person. Those minutes are recorded and published at the head office's Commercial Registry. Second, a certified copy of the company file is taken to the Commercial Registry of the registry district where the branch will operate, and it's recorded there. From that moment on, the branch legally exists in that jurisdiction and can invoice, sign contracts and apply for its local permits.
One point worth making clear from the start: a branch does not separate risks. Everything the branch does puts the head office's assets on the line, because they are the same company. If what you want is to ring-fence an operation so that an issue over there doesn't touch what you have here, the right structure is a different one, and we'll explain it to you straight.
We take care of everything: we advise you on whether a branch or a separate company suits you better, draft the minutes, put together and transfer the company file, follow up at both registries, handle the publication and hand you the branch ready to operate. You just sign.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 20, 212 and 215 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- A branch is not a new company. It's your same company operating somewhere else
- It has no shareholders, capital or assets of its own, so it doesn't separate risks. The head office is liable for everything that happens at the branch
- If what you want is to ring-fence an operation, the right structure is a different one, and we'll explain it to you
- Don't mix them up. A branch adds a location; a change of registered address moves it
- The highest official registry fee isn't the one for the minutes but the one for recording the company file at the destination registry, which varies by registry district
- We confirm the figure once we know where it will be recorded
We guarantee our service, not what the agency decides. If something depends on them, we tell you clearly and in time.
Is your case different?Ask us, message us on WhatsApp or book a free consultation. A real person answers you.
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