Sale of a business (fondo de comercio)
The sale of a fondo de comercio is the transfer of a going business as a single economic unit: it includes the trade name, the customer base, the location, the furniture, the inventory and everything else that makes it run.
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 who are selling their business as a unit and want to do it right so they aren't exposed later. For buyers acquiring a fondo de comercio who want to protect themselves from the seller's hidden debts. For anyone transferring an operating storefront, a restaurant, a hair salon or a corner store, who needs the transfer to have legal backing. It isn't for selling a single asset or transferring shares in a company, which is a different product.
What's included and what isn't
Everything clear from the start. No fine print.
Includes
- Advice on the sale of the fondo de comercio and its risks.
- Drafting of the sale contract, with an inventory of what's being transferred.
- Handling of the publications required by law.
- Recording of the transaction at the Registro Mercantil (Commercial Registry).
- Support throughout the creditors' objection period.
- Visado (a lawyer's sign-off required before filing).
- Delivery of the recorded documents and the proof of publication.
Does not include
- The sale of shares in a company, which is a different product, Share sale or transfer.
- Handling large liabilities, negotiating with objecting creditors or in-depth due diligence on the business, which are quoted separately according to complexity.
- The official registry fees of the Commercial Registry, which are higher for this act, or the cost of the mandatory publications.
- Transfer of real estate when the business includes property, which goes through the Registro Inmobiliario (Real Estate Registry) separately.
- Taxes on the transaction.
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 6.
- Seller and buyer details, cédula (Venezuelan ID card) and RIF (Venezuelan tax ID)
- If the seller is a company, its Commercial Registry record, bylaws and the minutes authorizing the sale
- Identification of the fondo de comercio: trade name, location, business license (formerly called “patente”)
- Inventory of what's being transferred, furniture, equipment, merchandise, name, location
- Information on the business's debts and creditors
- Agreed price and terms of sale
How the process works
You do very little. We take care of the rest. The whole process: on average, 15 to 22 business days.
- Step 1
We talk it through
We explain the transaction, the risks and the formalities.
We do this - Step 2
We prepare
We gather the parties' information, inventory what's being transferred and draft the sale contract.
We do this - Step 3
We publish
We handle the publications required by law.
We do this - Step 4
We manage the waiting period
The period runs for the seller's creditors to object, and we address any objections that come up.
We do this - Result
Done
We record the transaction and hand everything over to you, with the proof of publication.
You receive it
For our work drafting the contract, recording it and arranging the publications.
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 several parts, and we always show them to you separately. Our professional fee, from $350, which covers the advice, the contract, handling the publications, the recording and support throughout the creditors' period.
The official registry fees of the Commercial Registry, which aren't ours and, for this act, are among the highest at the registry, with a fixed filing fee plus a per-page amount.
The cost of the mandatory publications required by law, charged by the commercial gazette per page or by space, plus IVA (value-added tax, VAT).
If the business has large liabilities or complex assets, that additional work is quoted separately. The lawyer gives you the exact figure before you pay anything, no strings attached.
FAQ
What if I transfer the business without this procedure?
The buyer can end up liable for debts of the seller they didn't even know existed, and the seller is still exposed to claims. The procedure exists precisely to cut that off.
How much does it cost?
The professional fee, from $350, covers drafting, the publications and full handling; the registry fees and the gazette's charges are paid separately, and we break them down for you.
What does the timing depend on?
Our work has its own timeline, but the sale only becomes final against third parties once the creditors' legal objection period has run. That period is set by law and is outside our control.
What exactly is a fondo de comercio?
It's the going business as a unit: name, customer base, location, furniture, inventory and everything else that makes it produce. It's all sold together, not piece by piece.
Is it the same as selling my company's shares?
No. Selling shares transfers ownership of the company; selling the fondo de comercio transfers the business itself. They're different products, and we advise you on which one suits you.
Is the buyer protected from the debts?
If the sale is done with all the formalities and publications, yes, the buyer is shielded against the seller's debts. Skipping the procedure is what exposes the buyer.
What if a creditor objects?
The objection is addressed within the process; we explain how it's handled and what it means for the transaction.
About this procedure
First, let's clarify what it is, because it's not just any sale. A fondo de comercio is the going business seen as a single unit: it's not only the tables and the inventory, it's also the trade name, the customer base, the location, the reputation, the permits, everything that makes that business produce. When a fondo de comercio is sold, that whole package is sold as one. That's why it isn't handled as a simple sale of goods.
The sensitive point, and the reason the law surrounds this sale with formalities, is protecting creditors. Imagine someone sells their business, keeps the money and leaves behind debts with suppliers and banks; the buyer, who now has the business, could be pursued for those debts, or the seller's creditors could be left empty-handed. To prevent this, the Código de Comercio (Commercial Code) requires the sale to be published and a period to run during which the seller's creditors can object and collect before the price is freely released to the seller.
That's the heart of the procedure and what makes it heavier than ordinary minutes: the contract has to be drafted properly, the sale published as the law requires, the creditors' objection period observed, any objections addressed, and only then does the transaction become final and shielded against third parties. Skipping this is what later leads to lawsuits: buyers who inherit debts, sales that get annulled, creditors who come calling.
Our base fee covers the legal support for an orderly sale: the advice, drafting the contract, handling the mandatory publications, the recording and support throughout the creditors' period. When the business has large liabilities, several creditors or complex assets such as real estate or special contracts, that adds work and is quoted separately, and we always tell you straight up before we start.
Legal framework and important notes
Código de Comercio (Commercial Code), articles 212 and 215 · Ley de Registros y Notarías (Registries and Notaries Law), article 85
- The sale of a fondo de comercio isn't an ordinary minutes procedure. The business is sold as a unit, and the law requires publications and a period for the seller's creditors to object before the sale becomes final against them
- Doing it right protects you as a buyer from the seller's hidden debts; skipping those formalities is what later leads to lawsuits and annulments
- About timing. That objection period runs by law and is outside our control
- The sale is shielded against third parties once the period runs without objections, or once any objections are resolved
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.