Venezuela: Governing Laws/Bylaw Requirements

Venezuelan entities are governed by their constitutional documents. The bylaws (estatutos) and articles of incorporation are, according to Article 214 of the Venezuelan Commercial Code, supposed to include

  1. The name, address and nationality of the founding partners.
  2. The name of the company, its address and its object.
  3. The amount of the social capital.
  4. The amount of the quota of each member, if it has been contributed in cash or in kind; and in the latter case, with an indication of the value attributed to the credits and other goods contributed and the background and reasons that justify that estimate.
  5. The number of administrators
  6. The number of commissioners, when they exist.
  7. The rules according to which balance sheets should be formed and calculated and the benefits divided.
  8. The time in which the company will start and finish its activities;
  9. Other legal agreements and special conditions that the members judge convenient to establish.

From the text of the code it seems that the “other legal arrangements” constitute the bylaws, which are not necessarily mandatory.


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