Dissolution and winding up
Dissolving and winding up means formally closing a company. Dissolution is the decision to end the company; liquidation is the process that follows: receivables are collected, debts are paid and whatever is left is distributed among the shareholders. Both acts are recorded at the Registro Mercantil (Commercial Registry).
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- 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 shareholders who have decided to end their company for good and want to do it legally so they don't carry future obligations. For companies that have stopped operating and want to close properly instead of abandoning them. For anyone who needs to wind up a company because of a reorganization, a shareholder's exit or the end of the business. It's not for anyone who wants to reactivate or keep using an expired company
- That's what the extension or the reactivation is for
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Advice on the closing process and its consequences.
- Drafting of the shareholders' meeting minutes that approve the dissolution and appoint the liquidator with their powers.
- Guidance for the liquidator on the legal order of the process, creditors first and shareholders after.
- Drafting of the final liquidation minutes once the process is complete.
- Recording and publication of both acts at the Commercial Registry.
- Visado (a lawyer's sign-off required before filing).
- Delivery of the recorded documents.
Does not include
- Actual liquidation when there are assets, debts or disputes: inventory, sale of assets, negotiation with creditors and dispute handling are quoted separately based on their complexity.
- The official Commercial Registry fees, set as a fixed filing amount plus a per-page amount for each set of minutes.
- The cost of publication in a commercial gazette, charged per page. Add it to your procedure ↓
- The SENIAT compliance certificate and closing of the RIF (Venezuelan tax ID), or handling of labor liabilities, although we support you through them. Add it to your procedure ↓
- Third-party fees, such as an accountant or appraiser.
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 9.
- Company's Commercial Registry filing and articles of incorporation
- Current bylaws
- Minutes book
- Company RIF
- Cédula (Venezuelan ID card) and RIF of the shareholders
- Details of the person who will act as liquidator
- Closing balance sheet or statement of the company's financial position, prepared by the accountant
- Information on the company's debts, creditors and assets
- Most recent shareholders' meeting minutes
How the process works
You do very little. We take care of the rest. The whole process: on average, 15 to 22 business days.
- Step 1
We talk
We explain what closing the company involves and what the consequences are.
We do this - Step 2
We dissolve
We draft the minutes approving the dissolution and appointing the liquidator, then record and publish them; the company enters liquidation.
We do this - Step 3
We liquidate
The liquidator takes inventory, collects, pays the debts in order of priority and distributes what's left among the shareholders, with our guidance at every step.
We do this - Step 4
We close
We draft the final minutes with the liquidation balance sheet, have them approved at a shareholders' meeting, then record and publish them.
We do this - Result
Done
Your company is legally extinguished and we hand you everything recorded.
You receive it
For our registry work, with the dissolution minutes and the liquidator recorded and published.
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 break them out separately for you. Our professional fee, from $350, which covers the advice, the dissolution minutes, the liquidator's appointment, guidance through the process and the final minutes, including recording of both acts
The official Commercial Registry fees, which aren't ours and are paid to the government; they're calculated as a fixed filing amount plus an amount per page of each set of minutes, with no percentage on share capital. Add the commercial gazette publications, which are charged per page. And keep in mind that if the company has assets, debts or disputes, the actual liquidation of all that is quoted separately based on its complexity The lawyer gives you the exact figure before you pay anything, no strings attached.
FAQ
What happens if I stop operating without dissolving and winding up the company?
Even if you're not operating, as long as the company isn't formally dissolved and wound up, it's still alive, still owes tax returns and can rack up fines. Closing properly cuts off those obligations.
How much does it cost to close properly?
The professional fee, from $350, covers the entire registry process; official fees and publication are paid separately. It's less than what you'd pile up in fines for a company that stayed alive on paper.
What does the timing depend on?
The registry part has its own timeline, but the actual liquidation depends on your company's situation: with no debts or assets it's quick; with property or disputes between shareholders, it takes longer.
What does the liquidator do?
Collects what's owed to the company, pays its debts in order of priority and distributes whatever is left among the shareholders. Creditors first, shareholders second; the liquidator is answerable for that order.
Can I close the company if it has debts?
Yes, but they must be paid during liquidation before anything goes to the shareholders. If the debts exceed the assets, the case is more delicate and needs to be reviewed separately.
What if the company has expired but I want to keep using it?
Then don't close it. What you need is Extension of company term if it just expired, or Reactivation of an expired company if it's been a while. We'll take you to that section.
Do I get my money back when I close?
Only if something is left over after all debts are paid. That surplus is distributed among the shareholders according to their ownership stake.
About this procedure
First, let's clear up what this is and what it isn't, so you're pointed in the right direction. Dissolving and winding up is the permanent closure of the company: the company ceases to exist. If your company's term has expired but you want to keep using it, don't close it: what you need is Extension of company term or Reactivation of an expired company, and we'll take you to that section. Dissolution and winding up is for when you truly want to be done with the company.
Closing has two stages, and the law draws a clear line between them. The first is dissolution: the shareholders agree at a shareholders' meeting to end the company. From that moment, under the Código de Comercio (Commercial Code), the directors can no longer take on new business; their powers are limited to collecting what is owed to the company, paying obligations already incurred and closing out pending operations. The company enters liquidation and usually adds the words "en liquidación" (in liquidation) to its name.
The second stage is the liquidation itself, handled by a liquidator appointed at the same meeting. The liquidator takes inventory, collects receivables, sells assets if needed, pays creditors in their order of priority and only at the end distributes whatever is left among the shareholders. A key point: creditors first, shareholders second. The liquidator is answerable for that order. When the work is done, the final liquidation balance sheet is prepared, approved at a shareholders' meeting and recorded; with that recording, the company is legally extinguished.
Why it matters to close properly instead of simply walking away from the company: a company left abandoned without being wound up is still formally alive, still owes tax returns to SENIAT (Venezuela's tax and customs authority), can rack up fines and keeps its directors exposed. A formal closure is what cuts off that trail of obligations at the root.
Our base fee covers the legal and registry support for an orderly closure: the advice, the dissolution minutes, the liquidator's appointment, guidance through the process, and the recording and publication of the acts. What's billed separately is the actual liquidation when there are real assets to manage, debts to negotiate or disputes among shareholders or with creditors; we assess and quote that case by case, and we always give it to you straight.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 212, 340 and 347 to 351 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- Closing your company properly releases you from liability
- Abandoning it without closing it keeps it alive, piling up obligations in your name
- This service is for ending the company
- If what you want is to keep using it even though it has expired, what you need is an extension or a reactivation, and we'll redirect you
- The base fee covers support for an orderly closure
- If there are assets, debts or disputes to resolve, that work is quoted separately
- The actual liquidation, collecting what's owed to the company, paying its debts and distributing what's left, may take longer depending on the company's real situation
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.