Share conversion or reclassification
Reclassifying shares is corporate restructuring: changing the nature or class of the shares to split voting power and profits differently. It touches the bylaws, so it has to be done with precision. We design it, draft it and record it.
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 companies about to bring in an investor who wants preferred shares
- For shareholders who want to separate control from profit distribution
- For companies that need to create share classes with different rights as part of their growth strategy
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Advice on designing the new share class structure and the rights of each class.
- Drafting of the extraordinary shareholders' meeting minutes.
- Drafting of the bylaws amendment.
- Visado (a lawyer's sign-off required before filing).
- Filing and follow-up at the Commercial Registry until recording is complete.
Does not include
- The official registry fee charged by the Commercial Registry (a flat filing fee plus a per-page charge).
- Publication of the minutes, which is quoted separately. Add it to your procedure ↓
- A financial valuation of the shares, if the investor requires one.
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 6.
- Company registration documents and latest minutes
- Current bylaws
- Cédula (Venezuelan ID card) and RIF (Venezuelan tax ID) of the shareholders
- Shareholder register and shareholders' meeting minutes book
- And a definition of how you want to reclassify the shares and what rights each class will have
- We advise you on that design
How the process works
You do very little. We take care of the rest. The whole process: on average, 10 to 14 business days.
- Step 1
Tell us your goal
You tell us what you want to achieve with the share reclassification.
You do this - Step 2
We design the classes
Together we build the new share class structure and its rights.
We do this - Step 3
We draft
We prepare the minutes and the bylaws amendment.
We do this - Step 4
You sign
You sign the meeting minutes.
You do this - Step 5
We file
We submit everything to the Commercial Registry and follow up.
We do this - Result
Done
We hand you your share reclassification, already recorded.
You receive it
Counted from when 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 has two parts, and we always show them to you separately. Our professional fee, from $200, to design the structure, draft the minutes and the bylaws amendment, and handle the entire procedure
The official registry fee charged by the Commercial Registry, a flat fee of about $57 to $60 for filing the minutes, plus about $3 per page. A conversion is not charged a percentage. That fee isn't our money; the government collects it. We give you the final number before we start, no strings attached Your lawyer gives you the exact number before you pay anything, no strings attached.
FAQ
What happens if I don't define each share class's rights clearly?
That's where shareholder disputes start (who votes, who gets dividends first and what happens when a new investor comes in). If it's only half-written, it gets fought over later.
How much is the registry fee?
A flat filing fee for the minutes of about $57 to $60, plus a per-page charge; no percentage applies. The professional fee, from $200, is ours and covers the design and drafting.
What is a preferred share?
A share with some privilege, usually a fixed or preferred dividend, in exchange for less voting power. It's used to attract investors.
Does this affect the bylaws?
Yes, which is why it requires shareholders' meeting minutes and mandatory recording.
Can I create non-voting shares?
Yes, within the limits of the law. We advise you on the design.
Why does it cost more than other minutes?
Because it takes careful design and precise drafting of each class's rights, which is where future disputes are prevented.
About this procedure
Share conversion or reclassification is one of the most refined moves in corporate law. You use it when you want to change the nature of your company's shares, for example by converting common shares into preferred shares, or by creating different classes of shares with different rights: some with a guaranteed fixed dividend, others with more voting power. It's the standard tool when an investor comes in and requires preferred shares to protect their money, or when the founding shareholders want to separate who controls the company from who receives more of the profits. Because this change alters the capital structure, it touches the company's bylaws and requires extraordinary shareholders' meeting minutes, which must be recorded at the registry. This is not a procedure to improvise: poorly drafted rights for each class can lead to disputes among shareholders years later. We work with you to design the new share structure, draft the minutes and the bylaws amendment with the exact rights of each class spelled out, and take everything to the Commercial Registry so it is formally recorded. You set the strategy; we make it legally airtight.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 221 and 292 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- How each share class's rights are drafted is the heart of this procedure. Done right, it prevents shareholder disputes; done wrong, it causes them
- If the reclassification is meant to bring in an investor, it's wise to coordinate it with the shareholders' agreement
- Unlike a capital increase, it does not pay the 2 percent registry fee
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.