Correction of recorded minutes
Correcting recorded minutes is the procedure to fix an error in a document that's already registered: a misspelled name, a wrong figure, an incorrect date, incorrect details for a shareholder.
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 that found an error in minutes already recorded and need to correct it, whether because it held up a procedure, because the bank or a third party pointed it out, or because they're about to do something that depends on that detail and don't want the issue to surface. Also for anyone who received a document from the Registry itself with a detail transcribed incorrectly
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Review of the recorded minutes and the error to be corrected.
- Determining the right route, either a marginal note or clarifying minutes.
- Drafting of the correction document.
- Calling and holding the shareholders' meeting if the case requires clarifying minutes.
- Processing at the Commercial Registry.
- Visado (a lawyer's sign-off required before filing).
- Delivery of the corrected, recorded document.
Does not include
- Substantive changes to the company: if you want to change something on purpose, that's an amendment or the corresponding minutes, not a correction.
- The official registry fee charged by the Commercial Registry, a flat filing fee plus a per-page charge.
- Publication in a commercial gazette when the type of correction requires it, which we handle separately. Add it to your procedure ↓
- Correction of documents from agencies other than the Commercial Registry.
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.
- Copy of the recorded minutes that contain the error
- The company's registration documents, plus its articles of incorporation and bylaws
- Current bylaws
- Minutes book
- The company's RIF (Venezuelan tax ID)
- Cédula and RIF of the shareholders
- The correct information that should appear, with supporting proof if the error involves a figure or someone's identity
How the process works
You do very little. We take care of the rest. The whole process: on average, 6 to 10 business days.
- Step 1
Tell us the error
You send us the recorded minutes and tell us what needs correcting.
You do this - Step 2
We choose the route
We determine whether it goes by marginal note or by clarifying minutes.
We do this - Step 3
We draft
We prepare the correction document and, if clarifying minutes are needed, we call and hold the shareholders' meeting.
We do this - Step 4
We file
We submit the correction to the Commercial Registry and publish it if the case requires.
We do this - Result
Done
We hand you the minutes, corrected and recorded.
You receive it
The correction becomes final once it's recorded. Timing varies with the type of error and whether the Registro Mercantil (Commercial Registry) requires clarifying minutes or a marginal note is enough.
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: You pay once, when we start. 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 $90, which covers reviewing the error, drafting the correction document and processing it
The official registry fee charged by the Commercial Registry, which isn't ours and is paid to the government; it's calculated as a flat filing fee plus an amount per page, with no percentage of the share capital. If the type of correction requires publication, add publication in a commercial gazette, which is charged per page Your lawyer gives you the exact number before you pay anything, no strings attached.
FAQ
What happens if I leave the error as it is?
A misspelled detail in recorded minutes carries over into everything that comes after, and one day the bank, SENIAT (Venezuela's tax and customs authority) or a sale gets held up over that one letter. Correcting it in time costs less.
How much does it cost, and who pays if the error was the Registry's?
The professional fee, from $90, covers our work to fix it; the registry fee is separate. If the error was the Registry's, a correction on its side sometimes carries no registry fee; we'll clarify that for your case.
Can I correct any error?
Clerical errors, like names, figures, dates and mistranscribed details, yes. A substantive change is not a correction: that's an amendment or the corresponding minutes.
What is a marginal note?
An annotation in the margin of the original document that records the correction. It's used for minor, obvious errors.
When are clarifying minutes needed?
When the error can't be fixed with a simple note, the Registry usually requires new minutes that clarify and correct the point, recorded together with the original document.
Does it get published?
It depends on the type of correction. Some require publication and others don't; we'll tell you when we review your case.
About this procedure
Let's clear up what this service covers, so you know whether it's what you need. Correcting recorded minutes is for fixing an error in a document that has already been registered. It's not for changing a company decision or modifying something on purpose: if what you want is to change the corporate purpose, the name, the board or anything else about the company, that's an amendment or the corresponding minutes, not a correction, and we'll point you to the right section. A correction is only for fixing what was written or entered incorrectly compared to what was actually decided.
The most common errors are clerical: a misspelled first or last name, a wrong cédula (Venezuelan ID card) number, a share capital figure with a wrong digit, an incorrect date, a mistyped address, incorrect details for a shareholder. Sometimes the error comes from whoever drafted the minutes, sometimes from the Registry itself when transcribing. Either way, until the error is corrected, the document carries that defect and can hold up future procedures: a sale, a loan, new minutes that depend on the misstated detail.
There are two ways to make a correction, and which one applies depends on the error and on the Registry's criteria. The first is the marginal note: an annotation in the margin of the original document that records the correction; it's used for minor, obvious errors. The second is clarifying minutes: a new shareholders' meeting, or a declaration depending on the case, that clarifies and corrects the point and is recorded together with the original document. We determine which one fits your case and handle it.
We take care of everything: we review the minutes and the error, define the right route, draft the correction document, file it at the Commercial Registry and hand it back to you already fixed. You just sign.
Legal framework and important notes
Código de Comercio (Commercial Code), article 212 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- This is for fixing an error in minutes that have already been recorded, not for deliberately changing a company decision
- If what you need is to change something, that takes different minutes and we'll redirect you
- There are two routes depending on the error. A marginal note for minor, obvious errors, and clarifying minutes when the Registry won't accept a correction in the margin
- We determine which one fits your case
- An uncorrected error holds up future procedures such as a sale, a loan or new minutes
- It's best to fix it before it gets in the way
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.