Reactivation of an expired company
Reactivating an expired company means restoring the legal standing of a company whose term has already run out. Contrary to what many people believe, expiration doesn't automatically kill the company: the law and the courts allow its term to be extended and the company to be reactivated.
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 owners of companies whose term has already expired and who want to keep using them instead of closing them. Especially for companies that have been expired for a while and have a backlog, but still hold value worth rescuing: years in business, track record, contracts, a RIF with history. It isn't for anyone who wants to close for good; that's what Dissolution and winding up is for
- Nor for a company that's just about to expire and is up to date, which goes straight to Extension of company term
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Review of the company's status and history.
- Honest advice on what can be reactivated and what needs to be regularized.
- Drafting of the shareholders' meeting minutes approving the reactivation and the extension of the company's term.
- Meeting notice in line with your bylaws.
- Recording of the minutes at the Registro Mercantil (Commercial Registry).
- Visado (a lawyer's sign-off required before filing).
- Handling of the publication.
- Delivery of the recorded minutes.
- An orderly plan for any pending items that need to be brought up to date.
Does not include
- Catching up on overdue annual shareholders' meetings, which are quoted per fiscal year.
- Regularization with SENIAT (Venezuela's tax and customs authority) of accumulated returns or fines.
- Stamping new books if the previous ones are full. Add it to your procedure ↓
- The official registry fees of the Commercial Registry, a fixed filing fee plus per-page fees.
- The cost of publication in a commercial gazette, charged per page. Add it to your procedure ↓
- Each pending item is assessed and quoted according to its size, and we always tell you everything up front.
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.
- The company's Commercial Registry record and articles of incorporation
- Current bylaws, to check the date the term expired
- Minutes book
- Company RIF
- Cédula (Venezuelan ID card) and RIF of the shareholders
- Most recent recorded shareholders' meeting minutes
- Information on fiscal years without an annual shareholders' meeting and on pending matters with SENIAT, if any
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 review your case
We confirm the expiration date and where the company stands.
We do this - Step 2
We give you the plan
We show you what gets reactivated and what gets regularized.
We do this - Step 3
We draft
We prepare the minutes approving the reactivation and extending the term, and hold the shareholders' meeting.
We do this - Step 4
We file
We record the minutes at the Commercial Registry and handle the publication.
We do this - Result
Done
We deliver the recorded minutes and, if applicable, start bringing pending items up to date.
You receive it
For the reactivation minutes to be recorded and published. The act becomes final once it's 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 show them to you separately. Our professional fee, from $280, which covers the review of the company's history, the advice, the reactivation and extension minutes and their recording
The official registry fee of the Commercial Registry, which isn't ours and is paid to the government; it's calculated as a fixed filing fee plus an amount for each page of the minutes, with no percentage of the share capital. Add the publication in a commercial gazette, which is charged per page. And separately, if overdue shareholders' meetings need catching up or matters need to be regularized with SENIAT, each item is quoted according to its size The lawyer gives you the exact figure before you pay anything, no strings attached.
FAQ
What if my company's term expired a long time ago?
It isn't dead. The highest court has held that expiration of the term doesn't automatically dissolve the company. As long as it hasn't been formally dissolved and wound up, it can be reactivated.
How much does it cost to reactivate it?
The professional fee, from $280, covers the reactivation minutes and handling; official registry fees and publication are extra. Catching up on accumulated pending items is quoted based on how many there are.
What does the timing depend on?
The reactivation minutes have their own processing time at the Registry. What adds time separately is catching up on the pending items that piled up, and that depends on how many there are.
How is this different from an extension?
An extension is for a company that's about to expire or has just expired and is up to date: a clean, more affordable procedure. Reactivation is for a company that has been expired for a while and has a backlog: besides extending the term, it has to be cleaned up.
Do I lose my RIF and my years in business?
No. Reactivating keeps the same legal entity: you keep your RIF, incorporation date, years in business, contracts and history. That's exactly what you save compared with opening a new company.
Do I have to catch up on everything that's overdue?
For the company to be healthy, yes, it's advisable. But we do it in stages and in order; we tell you what's urgent and what can wait.
What if I'd rather close it?
If you really won't use it, Dissolution and winding up may suit you better. We give you unbiased advice on which option works out better for your case.
About this procedure
Let's start with the good news, because almost everyone comes to us worried: your expired company is NOT dead. There's a widespread belief that once the term set in the bylaws runs out, the company dissolves on its own and nothing can be done. That's not the case. The country's highest court has been clear: expiration of the term doesn't dissolve the company automatically by operation of law. For a company to be truly dissolved, the shareholders have to resolve it, record it and publish it. Until that happens, and as long as the company hasn't been wound up, it can be reactivated.
The Código de Comercio (Commercial Code) allows a company's term to be extended, and legal scholarship and case law accept doing so even after the term has expired. That's exactly what reactivation does: the shareholders agree at a meeting to extend the term and put the company back in force, and that resolution is recorded and published.
Now, let's be honest about how this differs from a regular extension, because they're different things. If your company is about to expire or has just expired, and is otherwise up to date, what you need is our Extension of company term service, a clean and more affordable procedure. Reactivation is for the other case: the company has been expired for a while, and in that time a backlog has probably built up, with fiscal years without an annual shareholders' meeting, unstamped books and unfiled returns. Reactivating means extending the term and clearing that backlog so the company is healthy again. That's why it costs more than a simple extension: it isn't just signing minutes, it's cleaning house.
The advantage over opening a new company is huge: you keep the same legal entity. You keep your RIF (Venezuelan tax ID), your incorporation date and years in business, your contracts, your accounts, and your commercial and credit history. Starting from scratch would mean losing all of that. Reactivating saves it for you.
We take care of everything: we review where your company stands, put together a plan of what to reactivate and what to regularize, draft the reactivation and extension minutes, record and publish them, and help you catch up on anything left pending.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 212, 217 and 340 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- An expired company isn't dead. It can be reactivated, and you keep your RIF, your years in business and your history
- Don't confuse it with Extension of company term. An extension is for a company that acts early or has just expired and is up to date; reactivation is for one that has been expired for a while and has pending items to clean up
- Reactivation often uncovers a string of overdue shareholders' meetings and regularization with SENIAT
- We tell you clearly what's needed before we start, and we can handle it as a regularization package
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.