Region
Latin America & Caribbean
Income group
Upper middle income
Most populous city
Caracas

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Starting a Foreign Business Details
This index evaluates the regulatory regime for business start-up.
QuestionAnswer
* Are your country's laws and regulations regarding the establishment process available online through a website of a public institution (e.g. Parliament, official gazette, etc.)? Y
What is the precise name of limited liability company (LLC) in your country (for example, LLC, private limited company, private limited liability company)in English ? Limited Liability Company
What is the precise name of limited liability company (LLC) in your country (for example, LLC, private limited company, private limited liability company)in your principal official language (if different from English). Sociedad de Responsabilidad Limitada - SRL
Is Limited Liability Company (LLC) the most commonly used legal form for the establishment of foreign-owned companies? No
If no, what is the most common form of establishment of foreign companies in your country? S.A. (Sociedad Anónima) / Corporation Stock Company
* Does your country have any restrictions related to the composition of the board of directors of foreign owned but locally incorporated companies (nationality, ethnicity, race, gender, etc.)? No
If Yes, what is/are this/these restriction(s)? N/A
* Is a foreign-owned company required by law to establish its subsidiary through a local private sector third party (local counsel, notary etc.) or public entity (investment promotion agency)? Required by law
Comment A local attorney must submit the documents to the Commercial Registry, in order to incorporate GlobiCo.
** Can a foreign-owned company expedite any of the establishment procedures through an official channel (fast-track procedure)? Yes
Comment There is a fast-track procedure within the notaries and registries, which allows documents to be notarized or registered in less than three days.That expedited procedures requirs payment of nominal ...moreexpediting fees in accordance with the Law of Public Registries and Notaries. ...less
* Is the investment approval/authorization a mere formality, only requiring submitting a notification to an appropriate authority? Yes
* Does your country give the investor the right to appeal the decision on the approval/authorization? N/A
* Is a minimum of projected annual sales required for an approval/authorization? N/A
If Yes, what is this minimum (in local currency units, LCU)? N/A
* Is there a limit on the period of validity of a foreign investment approval (separate from any operational licenses/permits that need to be renewed)? N/A
If Yes, what is the approval’s validity period (in years)? N/A
Additional Comments Venezuelan laws do not require a previous approval or authorization, unless the investment is made in certains ectors (such as oil exploitation or other activities of strategic importance to the stat ...moree). The law does require, however, that the investment be registered before the Foreign Investments Superintendency within 60 days of the investment. ...less
* Do laws and regulations specify a time limit within which authorities must notify the foreign company of the result of its registration? No
If Yes, what is this time limit? N/A
* If Yes, is this limit usually respected? N/A
Do laws and regulations specify that no response from authorities within this time limit can be interpreted as consent and registration complete (that is, silent/deemed approval)? N/A
* Is the company registration documentation downloadable online? No
* If Yes, can the investment registration documentation be submitted online? N/A
* Can the registration process be monitored online? (e.g., check the status of registration, etc.) No
Comment
* Can a foreign-owned company hold a commercial bank account in a foreign currency in your country? No
* If Yes, does a foreign-owned company have to seek approval/authorization before opening such an account? N/A
If Yes, which authority issues such approval/authorization (e.g., Ministry of Finance, Central Bank, etc.)? N/A
* If Yes, how long does it take, on average, to receive such an approval/ authorization? N/A
Comment In Venezuela there is a foreign exchange control regime in force since 2003. As a result of this regime, the Central Bank of Venzuela is the competent entity to sell and buy dollars.
* Does your country have a paid-in capital requirement for foreign-owned limited liability companies? Yes
* If Yes, is this requirement a different amount than the one for domestic companies? No
Comment There is no specific amount but 20% of the subscribed capital must be paid in at incorporation. The Commercial Registry (Registro Mercantil) may reject the inscription of companies if it considers th ...moreat the capital is not sufficient for such company to comply with its object (Art. 56.1 of the Law of Public Registries and Notaries). ...less
* Is your country party to the Hague Apostille Convention ? Yes
* Scored ** Bonus Question
Procedures (number): all procedural steps involved in establishing a wholly foreign-owned subsidiary. Both pre- and post-incorporation procedures that are officially required for a foreign investor to formally operate a business are recorded.

Time (days): the number of days needed to go through each of the procedural steps for establishing a subsidiary of a foreign company.

No.ProcedureTime to Complete (days)
1 1
2 1
3 3
4 5
5 1
6 30
7 * 3
8 * 1
9 1
10 1
11 1
12 90
13 * 8
14 * 1
15 * 28
16 * 15
17 * 50
18 15
19 30
* Takes place simultaneously with previous procedure.


Procedure 1 :
Authentication / Regularization of the parent company's documentation overseas
Time to Complete (days) 1
Comments: The parent company's documentation overseas (bylaws, power of attorney, etc.) must be apostilled in the country of origin. If not in Spanish, they must also be translated by a certified translator.


Procedure 2 :
Reserve company name
Time to Complete (days) 1
Comments: To reserve a company name, founders must buy the name search form (busqueda de la denominación) at the Registro Mercantil.


Procedure 3 :
Obtain an approval of the company name
Time to Complete (days) 3
Comments: After reserving the company name, the applicant must pay the cited fee at a bank and return to the Registry 3 days later to show the bank deposit slip and obtain the company name approval.


Procedure 4 :
Lawyer must prepare and legalize the company’s constitutive documents and social statutes
Time to Complete (days) 5
Comments: Legal assessment is required in the procurement of the company incorporation documents; the assessment must follow all formalities cited in Articles 211 to 215 of the Code of Commerce. In addition, lawyer will need a power of attorney granted by the parent company to incorporate the foreign company, duly apostilled and translated to Spanish.


Procedure 5 :
Open bank account
Time to Complete (days) 1
Comments: The Mercantile Registry requires evidence of a bank account. Although founders commonly deposit 20% of declared capital, there is no minimum amount; by law, the Registrar determines the required amount.


Procedure 6 :
Register at the local mercantile registry (Registro Mercantil)
Time to Complete (days) 30
Comments: Founders must register with the local mercantile registry. This procedure must be done within 30 days of name reservation. The employer must fill out and submit a registration (derechos registrales) form. The company registration and incorporation fees are linked to a measure called the tax unit (UT), which the government updates at least once a year. The UT was increased from VEB 37,632 in 2007 to VEF 46 on January 22, 2008 (equivalent to 46,000 VEB).


Procedure 7 :
Publish articles in a local newspaper (Gaceta Forense del Registro Mercantil)
Time to Complete (days) 3
Comments: This may be done in any specialized publication such as "Repertorio Forense".


Procedure 8 :
Register company books
Time to Complete (days) 1
Comments: Companies must register company books, including the greater, daily, inventory, acts, and shareholders’ books.


Procedure 9 :
Register at the local Servicio Nacional Integrado de Administración Aduanera y Tributaria (SENIAT) with Registro Unico de Información Fiscal (RIF) to obtain fiscal number
Time to Complete (days) 1
Comments: The form must be filled online, and then the completed form must be taken to Seniat, with a copy of the company's Commercial Registry incorporation file (the original document must also be taken for verification purposes). SENIAT is the National integrated service of customs and tax administration and RIF is the Fiscal Registry. The applicant can register through their website at: www.seniat.gob.ve


Procedure 10 :
Obtain tax clearance certificate at municipal level (Instituto Municipal de Aseo Urbano).
Time to Complete (days) 1
Comments: In order to obtain the tax clearance certificate ("solvencia"), the foreign company must present the paid invoice at Administradora Serdeco, who then issues the "solvencia".


Procedure 11 :
Register with the Ministry of Labor
Time to Complete (days) 1
Comments: The company and the company’s employees are registered separately with the Ministry of Labor. The registration also includes the Statistical Register, the Surveyor’s Register, and the Department of Hygiene and Security. The applicants can register online at www.mintra.gob.ve. The company must register at the RNEE to obtain the identification number (Número de Identificación Laboral - NIL). In addition, the foreign company must register its employees in order to obtain their ID number.


Procedure 12 :
Register for social security at a local regional fund
Time to Complete (days) 90
Comments: Registering for social security can take up to 6 months. Incorporators often must contact the Regional Fund two or three times a week to ensure that a social security number is being issued.


Procedure 13 :
Go through a labor inspection (by the Labor Inspectorate).
Time to Complete (days) 8
Comments:


Procedure 14 :
Register at the National Educational Co-operation Institute
Time to Complete (days) 1
Comments: Employers with a minimum of five employees must register at the National Educational Co-operation Institute; the employees’ social security numbers are required.


Procedure 15 :
Obtain fire approval and undergo an inspection
Time to Complete (days) 28
Comments: An inspector is designated (8 days) and the inspection takes place within aproximately 20 days of such designation depending on location of the company. This subject is regulated by Municipal Ordinances.


Procedure 16 :
Obtain conformity of use certificate (zoning permit)
Time to Complete (days) 15
Comments: Documents required are the mercantile registration, external building maps, and a photo of the premises.


Procedure 17 :
Obtain industrial or commercial license from competent municipality
Time to Complete (days) 50
Comments: To obtain an industrial or commercial license from a competent municipality, the founders must file copies of registration, a sanitation certificate, the lease of the premises, the latest balance sheet, and a declaration of the number of employees.


Procedure 18 :
Trade license
Time to Complete (days) 15
Comments: Exporters must be registered and foreign currency originated from exports made on or after February 5, 2003, must be sold to the Venezuelan Central Bank at the official rate in exchange for Bolivars.


Procedure 19 :
Register the investment / certificate of capital importation
Time to Complete (days) 30
Comments: The company must request its "Calificación de Empresa" (indicates whether its equity is national or foreign) from SIEX. Additionally, the shareholder parent company should register its foreign investment in order to benefit from legislation regarding repatriation of capital and dividends. In order to register with the exchange controls Agency, CADIVI (repatriation of capital and dividends, export and import, etc.), as well as for other activities (such as executing a contract with the State or a State owned company), the foreign company must obtain a labor clearance certificate ("Solvencia Laboral"). In order to obtain the Solvencia Laboral, the company must present the Ministry of Labor's RNEE inscription. The Venezuelan exchange control regime would significantly restrict the foreign company's ability to purchase foreign currency at the official exchange rate. The foreign company would only be able to purchase foreign currency from the BCV at the official exchange if (i) it has registered with the Registro de Usuarios del Sistema de Administración de Divisas (RUSAD) carried by the Comisión de Administración de Divisas (CADIVI) and (ii) it has received foreign exchange approvals from Cadivi for each specific transaction. The issuance of the approvals is not only subject to compliance with several requirements but it is also subject to the discretion of CADIVI and the availability of foreign curreny.