Company spin-off (escisión)
A spin-off (escisión) splits one company into several: you separate assets or a business line and create new companies. It's the reverse of a merger, and in Venezuela it isn't expressly regulated, so it calls for careful legal design.
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 with several business lines that want to separate them into different companies
- For shareholders who are going their separate ways and splitting the assets
- For groups looking to ring-fence risks or reorganize assets across several entities
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Legal design of the spin-off, tailored to your case.
- Drafting of the shareholders' meeting minutes.
- Guidance on the balance sheets that divide the assets.
- Visado (a lawyer's sign-off required before filing).
- Filing and follow-up at the Registro Mercantil (Commercial Registry).
- Tracking of the legal creditors' period until the spin-off is final.
Does not include
- The official Commercial Registry fees or the publications, which apply to each set of minutes and each resulting company.
- The accounting preparation of the division balance sheets, which is your accountant's job; we guide it.
- Appraisals of assets contributed to the new companies, if needed.
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 4.
- From the company being split: Commercial Registry filing and articles of incorporation, current bylaws, most recent shareholders' meeting minutes, minutes book, and the balance sheet showing the division of assets, prepared by the accountant
- Cédula (Venezuelan ID card) and RIF (Venezuelan tax ID) of the shareholders
- A clear idea of which part is being separated and how it's divided
- We guide you through the rest
How the process works
You do very little. We take care of the rest. The whole process: on average, 14 to 20 business days.
- Step 1
We design the spin-off
We analyze your case and define what gets separated and where it goes.
We do this - Step 2
We prepare the balance sheets
We coordinate the division balance sheets with your accountant.
We do this - Step 3
We draft
We prepare the minutes and the bylaws of the new companies, and the shareholders' meetings approve them.
We do this - Step 4
We file
We record, publish and track the creditors' three-month period.
We do this - Result
Done
Once the period ends, the spin-off is final and we hand you everything recorded.
You receive it
For our work and the filing of the minutes.
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 $480 for a simple spin-off, splitting one company into two; if there are several resulting companies or complex assets, we quote it to fit, given the extra legal work
The official Commercial Registry fees and the publications, paid for each set of minutes and each resulting company. No percentage applies, unless one of the resulting companies increases its capital. We give you the final figure before we start, no strings attached The lawyer gives you the exact figure before you pay anything, no strings attached.
FAQ
What happens if I separate a business line without making it formal?
The assets, debts and contracts all stay in the same company. If the idea was to ring-fence risks or split things between shareholders, without a spin-off you haven't separated anything.
How much does it cost, and why more than a merger?
The professional fee is from $480, plus official registry fees and publications separately. It costs more because of the legal gap: the path has to be designed; following a rule isn't enough.
Are spin-offs regulated in Venezuela?
Not expressly; they're built by analogy with mergers, which is why they call for more legal judgment.
Do I have to wait three months?
Yes, the creditors' period for mergers applies by analogy.
What types are there?
Total, when the company is fully divided, or partial, when it only separates one part and continues to exist.
Do I need my accountant?
Yes, your accountant prepares the division balance sheets; we guide them.
About this procedure
A spin-off (escisión) is the operation by which a company divides itself: it separates part of its assets, for example a business line, a property or an operating unit, and uses that part to create one or more new companies, or transfers it to an existing one. It is, in essence, the reverse of a merger: where a merger joins, a spin-off divides. Business owners with several business lines use it to separate them into different companies, to split the assets between groups of shareholders who are going their separate ways, or to ring-fence risks. Now, here's a legal point you should know, because it shapes the whole procedure: in Venezuela, spin-offs are not expressly regulated in the Código de Comercio (Commercial Code). There are no articles laying out step by step how to do one, as there are for mergers. That's why registry practice and legal scholarship build it by applying the merger rules by analogy, since both affect the assets that serve as collateral for creditors. That includes the three-month period from the last publication during which any creditor can object. This legal gap makes the spin-off the most legally demanding procedure in this category: it can't be solved with a template; the path has to be designed with judgment so the registrar accepts it and it's airtight. We take care of everything: the legal design, the minutes, the division balance sheets, the publications and tracking of the period, until the spin-off is final.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 343 to 346 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- A spin-off is the most legally demanding procedure in this category precisely because the law doesn't regulate it step by step. It can't be solved by a template or by a lawyer without experience in the matter
- It shares the creditors' three-month period with mergers, so here too we won't promise you a short timeline
- Each resulting company generates its own official registry fees and publications
- About timing. The spin-off isn't final until three months have passed since the last publication; since it isn't expressly regulated, the merger rules apply by analogy, including the period the law gives creditors to object
- It can't be shortened unless all debts are proven paid or all creditors consent
We guarantee our service, not what the agency decides. If something depends on them, we tell you clearly and in time.
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