Annual shareholders' meeting
The annual shareholders' meeting is the meeting that, by law, every compañía anónima must hold once a year to approve the balance sheet for the fiscal year, review the comisario's report and decide on the board of directors' performance and the distribution of profits.
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- You tell us about your case. It's free.
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Is it for you?
If any of these sounds like you, this procedure is for you.
- For every active compañía anónima, which by law must hold its ordinary shareholders' meeting once a year. Especially for companies that have fallen behind, with one or more fiscal years without a meeting, and want to catch up, and for those who need up-to-date minutes because they're going to sell, apply for credit, bid on a public tender or complete any procedure that requires proving the company is compliant
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Drafting of the annual shareholders' meeting minutes with the agenda the law requires: approval of the balance sheet in light of the comisario's report, a ruling on the directors' performance and a decision on the profits.
- Meeting notice in line with your bylaws.
- Holding the meeting with the required quorum.
- Recording at the Commercial Registry.
- Lawyer's visado.
- Handling of the publication.
- Delivery of the recorded minutes.
Does not include
- Preparation of the balance sheet for the fiscal year, which your accountant prepares.
- The comisario's report, which the company's comisario issues.
- The Commercial Registry's official registry fee, which is a flat amount per filing plus a per-page charge.
- The cost of publication in a commercial gazette, which is charged per page. Add it to your procedure ↓
- If you decide something additional at the same meeting, such as increasing capital or changing the board, that's an extra item quoted separately.
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 7.
- The company's Commercial Registry record and articles of incorporation and bylaws
- Bylaws currently in force, to follow the date, quorum and form of notice
- Shareholders' meeting minutes book
- Balance sheet for the fiscal year to be approved, prepared by the accountant
- Comisario's report on that balance sheet
- Cédula (Venezuelan ID card) and RIF (Venezuelan tax ID) of the shareholders
- Details of the current board of directors and comisario
How the process works
You do very little. We take care of the rest. The whole process: on average, 8 to 12 business days.
- Step 1
Send us the numbers
You give us the balance sheet for the fiscal year and the comisario's report, and we review your bylaws.
You do this - Step 2
We prepare
We draft the minutes with the agenda the law requires.
We do this - Step 3
We hold the meeting
We call it with your quorum and notice periods, the shareholders meet and the minutes are signed.
We do this - Step 4
We record
We record the minutes at the Commercial Registry and handle the publication in a commercial gazette.
We do this - Result
Done
We hand you the recorded and published minutes.
You receive it
From the moment we have the balance sheet and the report of the comisario (statutory auditor) ready.
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 $150, which covers drafting the minutes, the meeting notice, the recording and the visado
The Commercial Registry's official registry fee, which isn't ours and is paid to the government; it's calculated as a flat amount per filing plus an amount for each page of the minutes, with no percentage on the capital. 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've gone years without holding it?
The company falls out of compliance, and that makes it harder to sell, get credit or bid on public tenders. You can catch up by holding the overdue meetings; we help you regularize.
Is it mandatory?
Yes. The Commercial Code requires every compañía anónima to hold its ordinary shareholders' meeting at least once a year, on the date set in its bylaws.
Does the price include the official registry fee?
No. The professional fee, from $150, covers our handling; the Registry's fee and the publication are paid separately. We break them down for you in the quote.
Do I need the balance sheet and the comisario's report ready?
The balance sheet is prepared by your accountant, and the comisario's report is mandatory to approve it. If you don't have a comisario appointed, one has to be appointed, and we help you with that too.
Can I use the meeting to decide other things?
Yes, you can add items such as a capital increase or a change of board. Each additional item is quoted separately, with a discount on the first.
Is it published?
Yes, the minutes are recorded at the Commercial Registry and published in a commercial gazette; we handle both.
About this procedure
First, let's be clear on what it is and what it isn't, so you know where you stand. The annual shareholders' meeting is not a bylaws amendment or a change to the company: it doesn't change the corporate purpose, the capital or the board, unless the shareholders decide to at the same meeting. It's the routine meeting the law requires every year to review how the fiscal year closed. If what you need is to change something about the company, that's a different set of minutes, and we'll take you to the right section.
The Código de Comercio (Commercial Code) requires every compañía anónima to hold an ordinary shareholders' meeting at least once a year, on the date set in its bylaws. At that meeting, the shareholders do three key things: they approve or reject the balance sheet for the fiscal year in light of the comisario's report, they rule on the directors' performance, and they decide what to do with the profits. It's also the time to appoint or reconfirm the directors and the comisario when their term ends, and to set their compensation.
This meeting is not an empty formality. It's what puts on the registry record that the company is active, compliant and accountable. A company that skips its annual meetings year after year gradually falls out of compliance, and that weighs on you when it's time to sell, apply for credit, bid on a public tender or complete any procedure that requires proving the company is up to date.
The minutes need two inputs that don't depend on us: the balance sheet for the fiscal year, prepared by your accountant, and the comisario's report, which is mandatory for a compañía anónima. With those in hand, we draft the minutes with every agenda item the law requires, call the meeting in line with the quorum and notice periods in your bylaws, record it at the Commercial Registry and handle its publication.
A practical tip: this is your company's most recurring obligation; it comes around every year. The easiest route is to include it in an annual compliance package, so you don't have to remember it or rush at the last minute. We offer it to you, no strings attached.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 212, 275 and 287 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- The annual shareholders' meeting is mandatory and repeats every year
- If you've gone several fiscal years without holding it, we can regularize all the missing ones
- The procedure needs two inputs that don't depend on us. The balance sheet for the fiscal year, prepared by your accountant, and the comisario's report
- If your company has no comisario appointed, one has to be appointed first
- The timeline we give you starts once we have the balance sheet and the report in hand
We guarantee our service, not what the agency decides. If something depends on them, we tell you clearly and in time.
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