Change of company type (transformación)
Transforming means changing your company's type, for example from an S.R.L. to a Compañía Anónima, without creating a new one. The big advantage: the company keeps its legal personality, so it keeps its RIF, years in business and contracts intact.
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 that have grown and need to move to a company type with more tools, typically from S.R.L. to Compañía Anónima
- For companies about to take on investment or new partners that need to issue shares
- For companies that want to align their legal form with their current reality
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Advice on the company type that suits you best.
- Rewriting of the bylaws, adapted to the new type.
- Drafting of the extraordinary shareholders' meeting minutes approving the transformation.
- Visado (a lawyer's sign-off required before filing).
- Filing and follow-up at the Registro Mercantil (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).
- Publication of the minutes, which is quoted separately. Add it to your procedure ↓
- If the transformation comes with a capital increase, that item carries its own 2 percent 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 of the shareholders or partners
- Clarity on which company type you want to transform into
- We advise you on the choice
How the process works
You do very little. We take care of the rest. The whole process: on average, 12 to 16 business days.
- Step 1
You tell us the type
You tell us which type you want to transform into, and we advise you on whether it suits you.
You do this - Step 2
We rewrite the bylaws
We adapt them to the new company type.
We do this - Step 3
We draft
We prepare the transformation minutes.
We do this - Step 4
You sign
You sign the shareholders' meeting minutes.
You do this - Step 5
We file
We submit to the Commercial Registry and follow up.
We do this - Result
Done
We hand over your transformed company, with its legal personality intact.
You receive it
For our handling, with the minutes 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, for the advice, rewriting 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 the bylaws have to be rewritten for the new type, those pages add up. There's no percentage-based fee, unless capital is increased. 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 if my company has outgrown its legal form?
You end up carrying obligations that don't apply to you, or lacking the tools you need, for example to bring in shareholders. Transforming tailors the suit to fit without losing the company.
How much does it cost?
The professional fee, from $280, covers drafting and handling; the Registry fee and publication are paid separately.
Do I lose my company's RIF and years in business?
No. Transformation preserves the company's legal personality: you keep your RIF, years in business, contracts and accounts.
What's the most common change?
From S.R.L. to Compañía Anónima, as the company grows.
Do I have to wait three months, as with a merger?
No, transformation doesn't carry that waiting period, unless the partners' liability toward third parties changes.
Do I need a comisario after becoming a C.A.?
Yes, a C.A. requires a comisario; we help you appoint one.
About this procedure
A change of company type, or transformación, is a change in a company's legal form: moving, for example, from a Sociedad de Responsabilidad Limitada (S.R.L.) to a Compañía Anónima (C.A.), which is the most common case when the business has grown and needs the tools of a C.A., such as issuing shares or bringing in investors. Here's the big advantage that puts every business owner at ease, and it's worth saying right away: transformation preserves the company's legal personality. This means the company doesn't die and no new one is born: it's the same legal entity simply changing clothes. It keeps its RIF, its incorporation date and years in business, its current contracts, its bank accounts, its debts and receivables, all intact. You don't lose your history or have to start from scratch, which is the most common fear. The procedure consists of approving the transformation at an extraordinary shareholders' meeting and rewriting the bylaws to adapt them to the new company type, with its own rules on capital, management and liability. Because the operation doesn't harm creditors, since the company remains liable for its obligations, transformation is cleaner than a merger or a spin-off: it doesn't carry the three-month waiting period. The only nuance is that if the change of type alters the partners' liability toward third parties, it may require an additional review, which we assess based on your case. We advise you on the type that suits you best, rewrite the bylaws and handle the entire recording process.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 201 and 221 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- Transforming isn't closing the company and opening a new one. The company keeps its legal personality, so you don't lose your RIF, your years in business or your contracts
- It's cleaner than a merger or a spin-off, because it doesn't carry the three-month waiting period for creditors
- If the change of type alters the partners' liability toward third parties, it may require an additional review, which we'll flag for you based on your case
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.