Company merger
A merger joins two or more companies into one. It's corporate re-engineering, not a simple set of minutes: it requires shareholders' meetings at each company, merger balance sheets, publications, and a three-month legal period during which creditors can object.
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 business groups that want to consolidate two or more companies into one
- For shareholders who run several companies and want to simplify their structure
- For a company that is going to absorb another through an acquisition or reorganization
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Advice on the most suitable type of merger.
- Drafting of each company's shareholders' meeting minutes.
- Guidance on the merger balance sheets.
- 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 merger is final.
Does not include
- The official Commercial Registry fees for each set of minutes or the publications, which apply to each company.
- The accounting preparation of the merger balance sheets, which is your accountant's job; we guide it.
- If the absorbing company increases its capital, that item pays its own 2 percent and is quoted separately.
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 3.
- From each company involved: Commercial Registry filing and articles of incorporation, current bylaws, most recent shareholders' meeting minutes, minutes book, and the merger balance sheets prepared by the accountant
- Cédula (Venezuelan ID card) and RIF (Venezuelan tax ID) of all shareholders
- We give you the detailed list based on how many companies are merging
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 design the merger
We analyze your case and propose the type of merger.
We do this - Step 2
We prepare the balance sheets
We coordinate the merger balance sheets with your accountant.
We do this - Step 3
We draft
We prepare each company's minutes, and the shareholders' meetings approve them.
We do this - Step 4
We file
We record and publish the minutes of all the companies and track the creditors' three-month period.
We do this - Result
Done
Once the period ends, the merger 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 $450 for a merger of two companies; if there are more companies or a capital increase, we quote it to fit, given the extra work
The official Commercial Registry fees, which here are paid for each company (the fixed filing amount for each set of minutes plus per-page amounts), and the publications. No percentage applies, unless the absorbing company 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 run two companies as one without merging them?
Each one keeps its own tax returns, its own books and its own obligations. You double your costs, and any creditor knows which one to go after.
How much does it cost?
The professional fee is from $450, plus official registry fees and publications separately. If there are three companies, we quote it to fit, because the work and the fees multiply.
Why do I have to wait three months?
Because the law gives creditors that period to object to the merger; it protects their collateral.
Can it be shortened?
Only if all debts are proven paid or if all creditors consent in writing.
What types of merger are there?
By absorption, where one company absorbs another; or by consolidation, where several form a new one.
Do I need my accountant?
Yes, your accountant prepares the merger balance sheets; we guide them.
About this procedure
A merger is the joining of two or more companies into a single entity. It can be by absorption, when one company absorbs the other and the latter disappears, or by consolidation, when several companies dissolve to form a new one. It is, without question, the most complex procedure in this entire category, and it's worth knowing why before you start. First, each company involved must approve the merger separately, at its own extraordinary shareholders' meeting, because each one is a separate entity with its own shareholders. Second, merger balance sheets must be prepared and filed for each company, showing the assets being combined. Third, all the minutes are recorded and published. And fourth, here's the point most people don't know: under the Código de Comercio (Commercial Code), the merger doesn't take effect immediately. The law grants a three-month period from the last publication during which any creditor of the companies can object, since the merger mixes assets and that affects their collateral. That period can only be skipped if it's proven that all debts were paid or if all creditors consent to the merger in writing. That's why this procedure has two different timelines: the time it takes us to process and file, and the legal period you have to wait for the merger to become final. We coordinate the entire process: the shareholders' meetings, the balance sheets, the publications and tracking of the period, so you reach a final merger without any stumbles.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 343 to 345 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- A merger is the most delicate procedure in this category. We won't promise you a short timeline, because the creditors' three-month period is set by law and can't be skipped except in specific cases
- Each company involved pays its own official registry fees and publications
- If the surviving company increases its capital to absorb the other, that item does pay the 2 percent separately
- About timing. The merger isn't final until three months have passed since the last publication; that's the period the law gives creditors to object, and it can't be shortened unless all debts are proven paid or all creditors consent in writing
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.