Limited partnership formation (comandita simple)
We form your limited partnership with the Commercial Registry, from start to finish. We do the drafting, reserve the name and handle the whole process. You just sign.
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.
- Businesses where one or more partners manage and one or more others only contribute capital
- Entrepreneurs who've found an investor who wants profits without getting involved in operations
- Investors who want to limit their risk to the amount contributed and stay out of management
- Companies that need to clearly separate who's in charge from who provides the funding
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Search and reservation of the business name (razón social) at the Commercial Registry
- Drafting of the articles of incorporation and bylaws, tailored to your business
- Advice on the difference between a general partner and a limited partner
- Drafting of the management, contribution and liability clauses for each type of partner
- Corrections and adjustments to the document as many times as needed
- Final review with you before filing
- Filing and handling of the company file at the Commercial Registry
- Assistance on signing day
- Follow-up on the company file until delivery
Does not include
- Official Commercial Registry fees and charges (paid separately, based on the declared capital)
- Revenue stamps
- Publication in a commercial gazette or newspaper (we offer it as an add-on) Add it to your procedure ↓
- Stamping of accounting books (add-on service) Add it to your procedure ↓
- Later procedures such as the RIF (Venezuelan tax ID), IVSS (Venezuelan Social Security Institute) or municipal permits (we handle them separately) Add it to your procedure ↓We can handle it separately:IVSS →Municipal permits →
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 8.
- One or more name options for the business name (we check availability)
- Partner details: name, cédula (Venezuelan ID card) or passport, and address (at least two partners)
- Decide who will be the general partner (manages) and who the limited partner (only contributes)
- How you want to split contributions and profits among yourselves
- The amount of capital you want to declare (we advise you on a sensible minimum)
- A description of the business activity the company will carry out
- The company's tax address
- You don't need your contributions ready: we build the structure for you
How the process works
You do very little. We take care of the rest. The whole process: on average, 12 to 18 business days.
- Step 1
We reserve the name
We check and reserve your business name at the Commercial Registry.
We do this - Step 2
We define the general and limited partners
We prepare the articles of incorporation and set the roles of general partner and limited partner.
We do this - Step 3
We handle the filing
We submit the company file and follow up until it's approved.
We do this - Step 4
You sign
We go with you to the signing at the registry.
You do this - Result
Done
We hand you your limited partnership, formed and ready to operate.
You receive it
From the time we have all the required documents, to draft, record and publish.
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 want you to see them clearly from the start. What you pay us, our professional fee for handling the process, from $250. That's what it costs for us to do all the work for you.
What goes to the government, the official Commercial Registry fee. That money doesn't stay with us; it goes straight to the Registry. For a company formation, the fee isn't fixed. It starts at a minimum of about $30 for the recording and goes up with the declared capital and the number of pages in the document (around $11 per page). Adding up the name search, recording, copies and stamping of the books, the total official fees usually come to around $300. Why don't we give you a single fixed price? Because a company with two partners and small capital is not the same as one with five partners and large capital. The government fee changes with the capital you declare and the number of pages in your document. Giving you a fixed number would be misleading you. The amounts you see here are a base estimate so you have a realistic idea. Our lawyer gives you the exact calculation — professional fee and official fees — before you pay anything, always with no strings attached.
FAQ
What happens if we don't make clear who manages and who only contributes?
The partner who put in the money could end up liable with their personal assets. The separation of roles has to be written into the document, not just agreed verbally.
Does the price include the registry costs?
No. The professional fee from $250 covers the handling; the registry fee is paid separately, based on the capital.
What types of partners does it have?
Two. The general partners, who manage and are jointly and severally liable, without limit, and the limited partners, who contribute capital and are liable only up to their contribution.
Who manages the company?
The general partners; the limited partners can't take part in management.
When is this structure right for me?
When you have an investor who wants profits without getting involved in operations, and you want to stay in charge.
About this procedure
The limited partnership is the ideal structure when there are two types of partners with different roles: on one side, the general partner (socio gestor), who manages the business and is jointly and severally liable, without limit; on the other, the limited partner (socio comanditario), who only contributes capital, doesn't manage and is liable only up to the amount they contributed. In essence, it's a partnership between the one who brings the work and the one who brings the money.
This structure is useful when you have an investor who wants to share in the profits but not get involved in operations, or risk more than their contribution. The general partner holds the reins and the business name (razón social); the limited partner stays protected and in the background.
We take care of everything: we reserve the name, draft the articles of incorporation and bylaws, clearly define the roles and liability of each type of partner, submit the company file to the Commercial Registry and stay with you on signing day. If you're not sure this structure suits you best, let's talk: we'll advise you, no strings attached.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 201 and 235 to 239 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- The estimated time may vary depending on the Commercial Registry's availability
- The business name must be reserved before the procedure starts
- The final amount of official fees depends on the declared capital
- The limited partner can't take part in management
- If they do, they lose their limited liability
- If all partners are going to manage equally, another structure may suit you better
- Let's talk and we'll guide you
- If you want to handle your whole startup at once, the Set up your company route in our Solutions section brings these steps together in a single solution, at a package price
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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