Sole Requirements for formalities at Principal, Mercantile, Public Registries and Notaries’ Offices
Resolution No. 19, issued by the Ministry of the People’s Power for Internal Affairs, Justice, and Peace (“MPPIA”), was published in Official Gazette No. 40,332 of January 13, 2014. The purpose of the Resolution is to establish the necessary requirements for processing all legal acts or transactions carried out at Principal, Mercantile, Public Registries, and Notaries’ Offices of the country, assigned to the Autonomous Service of Registries and Notaries’ Offices (Servicio Autónomo de Registros y Notarías – “SAREN”).
In this connection, the Resolution establishes the requirements to be filed by the legal persons in addition to those prescribed in the laws, for the following formalities:
Preliminarily, the Resolution establishes that in order to process legal acts or transactions at Principal, Mercantile, Public Registries, and Notaries’ Offices, the foreign executing parties must file their passport with the relevant Transit Business Visa (TR-N), Transit Investor Visa (TR-I), or Transit Entrepreneur Visa (TR-E).
For incorporation of companies, it will be necessary to file with the Mercantile Registry (i) Fiscal Information Registry (“RIF”) of Venezuelan and foreign shareholders; (ii) if the purpose of said companies relates to hydrocarbons, banking, insurance, education, provision of surveillance and security services, telecommunications, arms, ammunitions, explosives, and similar substances, the relevant authorizations will be required.
For sale of shares of companies, it will be necessary: (i) filing with the Mercantile Registry the Social Security Clearance Certificate (Solvencia) or Non-affiliate Certificate and (ii) obligatory attendance of seller and purchaser to the Mercantile Registry for execution of the share purchase agreement or else, presentation of the original Stock Registry Book of the company.
For registration of Minutes of Shareholders’ and Board of Directors’ Meetings related to the approval or lack of approval of the economic year, approval of the inactivity of an economic year, appointment or reappointment of the board of directors, appointment or reappointment of the examiner, and declaration of dividends, amendments to the Charter/By-laws, opening of branches or warehouses, payment of corporate capital subscribed for and not paid in, among other matters, foreigners attending such Shareholders’ and Board of Directors’ Meetings must present a copy of the passport with the corresponding Transit Business Visa (TR-N), Transit Investor Visa (TR-I), or Transit Entrepreneur Visa (TR-E).
For registration of Minutes of Shareholders’ Meetings at which mergers are agreed, it will be necessary to file with the Mercantile Registry the authenticated merger agreement.
For registration of Charter/By-laws and Minutes of Meetings of civil associations, corporations, lawful foundations of a private character and cooperative associations at Public Registries, it will be necessary to file a copy of the Meeting Minute Book.
The situations not covered by the Resolution, as well as any doubts or controversies that may arise in the implementation and enforcement of the same, will be settled by SAREN.
The Resolution became effective upon its publication in the Official Gazette.
In order to access the Resolution, please click here.
“NOTE: THIS INFORMATION SHOULD NOT BE CONSTRUED AS LEGAL ADVICE ON ANY SPECIFIC MATTER AND ITS CONTENT ARE INTENDED AS A MANAGEMENT ALERT AS TO CURRENT DEVELOPMENTS IN VENEZUELA, ANY SPECIFIC LEGAL QUESTIONS REGARDING THE POSSIBLE APPLICATION OF NEW OR PROPOSED LEGISLATION TO PARTICULAR SITUATIONS SHOULD BE ADDRESSED TO TRAVIESO EVANS ARRIA RENGEL & PAZ.”