Board of directors change
We officially change your company's board of directors: we draft the shareholders' meeting minutes, guide you through holding the meeting, enter the minutes in your book and record them at the Commercial Registry. From $120.
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.
- Companies that changed their president, vice president, director or manager and need it to be official
- Shareholders who bought or sold an interest, which changes who runs the company
- Companies whose bank, SENIAT or a client is requiring an updated board of directors
- Companies whose board of directors' term under the bylaws has expired and that keep acting without reconfirming it
- Family businesses going through a generational handover that need to formalize who's in charge
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Review of your bylaws to determine how the meeting must be called and what quorum is required.
- Drafting of the meeting notice in the form your bylaws require.
- Full drafting of the shareholders' meeting minutes by a lawyer.
- Support while the meeting is held.
- Entry of the minutes in your shareholders' meeting minutes book.
- Visado (a lawyer's sign-off required before filing) of the document, as the law requires.
- Filing, follow-up and pickup of the recorded minutes at the Commercial Registry.
- Delivery of the certified copy of the recorded minutes.
Does not include
- The Commercial Registry's official registry fee, which is paid directly to the government.
- Publication of the minutes in a commercial gazette, when the change must be published. It's a separate procedure, and we handle it too. Add it to your procedure ↓
- Stamping of your books, if they aren't stamped yet. Without a minutes book, the minutes can't be entered.
- Updating the RIF (Venezuelan tax ID) with SENIAT and notifying the bank. These are follow-up procedures, and we handle them too. Add it to your procedure ↓
- Minutes that also change the capital, corporate purpose or company name. Each additional decision is 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.
- Your company's articles of incorporation and bylaws currently in force
- Company RIF
- Shareholders' meeting minutes book, stamped by the Commercial Registry. If it isn't stamped, we take care of that first
- Full details of the new directors: name, cédula (Venezuelan ID card), nationality, marital status, address and position
- Updated list of shareholders, to verify the quorum
- Latest recorded shareholders' meeting minutes, if there were any after incorporation
- If you're missing any of these documents, we track it down for you
How the process works
You do very little. We take care of the rest. The whole process: on average, 10 to 15 business days.
- Step 1
Tell us the positions
Tell us which positions change and who's coming in, and we review your bylaws.
You do this - Step 2
We call the meeting
We draft the notice in the form and within the periods your bylaws require.
We do this - Step 3
We hold the meeting
We accompany you at the meeting, verify the quorum and draw up the minutes.
We do this - Step 4
We sign off
We enter the minutes in your minutes book and a lawyer gives the visado.
We do this - Step 5
We record
We file the minutes at the Commercial Registry, follow up and pick them up once recorded.
We do this - Result
Done
You receive your recorded minutes and their certified copy.
You receive it
From the moment we have the shareholders' meeting minutes, to record and publish them.
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 is made up of two parts, and we want you to see them clearly from the start. What you pay us — Our professional fee, from $120. It covers the review of your bylaws, drafting the notice and the minutes, support at the meeting, the visado and the full handling at the Commercial Registry until we deliver the recorded minutes
What goes to the government — The Commercial Registry's official registry fee for recording shareholders' meeting or board of directors minutes. That amount doesn't stay with us; it goes straight to the Registry. The base is around $57 to $60, plus about $3 for each page of the document
Why don't we give you a single fixed price? Because the government's fee depends on how many pages your minutes have, and that varies with how many positions change and how detailed your bylaws are. Also, if you decide other things at the same meeting, the procedure changes. Giving you a fixed figure without seeing your case would be misleading you Your lawyer gives you the exact figure before you pay anything, no strings attached.
FAQ
What happens if I don't record the change?
To the bank, SENIAT and any third party, your company still has its previous board, and anyone who signs without being on record puts the contracts they sign at risk.
Does the price include the official registry fee?
No. The professional fee, from $120, covers our handling; the Registry's fee and the publication, if applicable, are paid separately. If you use the same meeting for another decision, each additional item gets a discount on the first.
Do I need my minutes book stamped?
Yes. The minutes must be entered in the shareholders' meeting minutes book, and that book must be stamped by the Commercial Registry. If you don't have it, we stamp it first.
Does the meeting have to have been held already?
Not necessarily. If you haven't held it yet, we draft the notice and accompany you through the whole process. If you already held it, we check that it was done properly and take it to the Registry.
What if not all the shareholders agree?
Then your bylaws and the quorum they require need to be reviewed. A lawyer has to look at it before the meeting is called. Tell us about your case.
Do the minutes have to be published?
When the change involves a bylaws amendment or affects third parties, yes. We tell you whether your case requires it and handle it.
About this procedure
Until the change is recorded at the Commercial Registry, to the outside world your company still has its previous board of directors. That has very concrete consequences: the bank won't recognize the new president's signature, SENIAT (Venezuela's tax and customs authority) keeps showing the old representative, and any contract signed by someone who doesn't appear on record is open to challenge.
Article 221 of the Código de Comercio (Commercial Code) is clear on the principle: amendments to the articles of incorporation and to the bylaws have no effect until they have been recorded and published. And article 217 lists the decisions that are subject to recording and publication because they concern third parties.
The procedure isn't just drafting a document. The meeting has to be called in the form your bylaws require, the quorum verified, the minutes drawn up and entered in the shareholders' meeting minutes book, and then taken to the Commercial Registry for recording. Each of those steps has a legal form, and if one is done wrong, the Registry sends the document back or, worse, a dissenting shareholder challenges it later.
We do it all. We review your bylaws to see how the meeting must be called, draft the notice and the minutes, accompany you at the meeting, enter the minutes in your book, file them at the Registry and hand them to you already recorded.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 217, 221 and 247 to 260 · Ley de Registros y Notarías (Registries and Notaries Law), articles 23 and 85
- The official registry fee is an average estimate; the exact amount depends on the number of pages in the minutes and is paid in bolívares at the conversion rate in effect on the day of filing
- Before calling the meeting, it's wise to have a lawyer review your bylaws. Most challenged minutes trace back to a poorly called meeting, not to the content of the decision
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.