Full bylaws amendment
Over time, a company's bylaws become outdated, or they were poorly drafted from the start in a bargain-priced incorporation. A full amendment rewrites them completely, not just one clause. We handle the full drafting, the minutes and the recording.
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- For companies with outdated, generic or poorly drafted bylaws dating back to incorporation
- For companies that have grown and need new rules for shareholders' meetings, quorum and management
- For companies about to receive investment that need to modernize their internal governance
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Review of your current bylaws.
- Advice on what's worth changing.
- Full drafting of the new bylaws, tailored to your company.
- Drafting of the extraordinary shareholders' meeting minutes.
- Lawyer's visado.
- Filing and follow-up at the Commercial Registry until recording is complete.
Does not include
- The official registry fee of the Commercial Registry (a fixed filing fee plus per-page fees, and bylaws usually run several pages).
- Publication of the minutes, which is quoted separately. Add it to your procedure ↓
- If the amendment includes a capital increase, that item carries its own 2 percent registry fee 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 7.
- The company's Commercial Registry record and articles of incorporation
- Current bylaws
- Most recent shareholders' meeting minutes
- Minutes book
- Cédula (Venezuelan ID card) and RIF (Venezuelan tax ID) of the shareholders
- An idea of what you want to change or modernize
- 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, 12 to 17 business days.
- Step 1
You send us the bylaws
You send us your current bylaws and tell us what you want to change.
You do this - Step 2
We propose
We review them and propose the new wording.
We do this - Step 3
We draft
We prepare the complete bylaws and the shareholders' meeting minutes.
We do this - Step 4
You sign
You sign the shareholders' meeting minutes.
You do this - Step 5
We file
We submit everything to the Commercial Registry and follow up.
We do this - Result
Done
We deliver your new bylaws, already recorded.
You receive it
Because rewriting the complete bylaws takes a longer drafting process.
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 $180, for fully drafting the bylaws, the minutes and handling the entire process
The official registry fee of the Commercial Registry, a fixed filing fee for the minutes of about $57 to $60, plus about $3 per page; since bylaws are long, those pages add up. There's no percentage-based fee, unless the amendment includes a capital increase. 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 my bylaws are outdated?
They slow you down day to day: clauses that no longer fit how the company operates, poorly allocated powers and points that a bank or a public tender will flag. Amending them brings them in line with the business you have today.
Does the price include the registry fee?
No. The professional fee, from $180, covers drafting and handling; the Registry fee and publication are paid separately. It costs more than a single-point change because the entire document is rewritten, but it stays below the cost of incorporating a new company.
How is this different from a single-point change?
A single-point change touches just one item, for example the registered address or the corporate purpose; a full amendment rewrites the entire document.
When does a full amendment make sense?
When there are several changes at once, or when the bylaws are so outdated that rewriting them works out better.
Can I change the share capital at the same time?
Yes, but that item carries its own registry fee.
About this procedure
The bylaws are your company's internal constitution: they set how shareholders' meetings are called, what quorum is needed to make decisions, who manages the company, what powers the board has, how profits are distributed and many other rules. The catch is that many companies started out with generic bylaws copied from a cheap template, and over the years those rules fell short or started creating roadblocks: a meeting that can't be held because the quorum is impossible to reach, powers no one is clear about, clauses that no longer apply. A full bylaws amendment fixes that by rewriting the entire document, not just one isolated clause but the whole body of bylaws, adapted to the company you have today. It's the most delicate procedure in this category, because it calls for real legal drafting work. We review your current bylaws, talk through what you want to change, draft the complete new version, put it into extraordinary shareholders' meeting minutes with a visado (a lawyer's sign-off required before filing) and record it at the Commercial Registry. Your company ends up with clear, modern rules, free of the roadblocks of the old bylaws.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 221 and 280 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- A full amendment makes sense when there are several changes together. Rewriting everything at once costs less than doing several separate sets of minutes
- It's deliberately priced below incorporating a company, because it starts from a company that already exists
- If you include a capital increase in the amendment, that item does carry the separate 2 percent fee
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.