The recommendation is that before buying or selling a company's shares, you seek advice from a corporate lawyer who can help you complete the transaction safely and in compliance with the law. This will save you time and money.
In Venezuela, buying or selling shares in a privately held company (whose shares are not traded on the stock exchange) is a process that is both simple and complex to carry out.
As for the simple part, shareholders must record the transaction in the company's shareholder register, in accordance with Article 296 of the Commercial Code and current case law.
Regarding the more complex aspect and dealings with third parties (banks, registries, notaries), shareholders must prepare the minutes of an extraordinary shareholders’ meeting in order to file them with the Commercial Registry where the company is registered.
Both procedures require a series of documents to legally support the transaction.
The following are the requirements for selling or buying shares in a C.A. company in Venezuela:
1.- Shareholder register: To sell or buy shares, you must have this register, as established in the Venezuelan Commercial Code.
2.- Valid identity cards for the buyer and seller.
3.- Valid RIF tax identification numbers for the buyer and seller.
4.- The company must be registered with and in good standing with the Venezuelan Institute of Social Security (IVSS).
5.- If the company’s records are not up to date (for example, an expired statutory auditor’s term, insufficient capital, undeclared financial statements, or other issues), the Commercial Registry will most likely require the minutes of an extraordinary shareholders’ meeting to update those matters.
6.- If the C.A. company is regulated (for example, if it operates in the securities market), shareholders must check the relevant guidelines and regulations issued by the appropriate authority (SUNAVAL).
It is also important to note that this procedure usually takes a short to moderate amount of time. The duration will depend on the company’s current situation, the regulatory authority, how the transaction is carried out, and, where applicable, the Commercial Registry’s workload.
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