How to Set Up a Company in Venezuela in 2025: A Step-by-Step Updated Guide

Did you know that the number of SMEs in Venezuela is currently growing?

The Venezuelan economy is showing encouraging signs for private capital investment, with growing sectors such as food production, services, and goods distribution. However, starting a business requires specific knowledge—from minimum capital requirements to legal procedures that take 10 to 25 days.

In this updated 2025 guide, we’ll walk you through every step and requirement in setting up a company in Venezuela. From choosing your company type to obtaining your Tax Information Registry (RIF), we cover every crucial aspect of the process.

Ready to launch your business in Venezuela? Here’s everything you need to know.

Updated Legal Framework for Companies in Venezuela – 2025

Recent Changes in Business Legislation

Venezuela has introduced important legal reforms that directly impact those looking to invest in the country. In 2023, the Organic Law on the Coordination and Harmonization of Tax Powers of States and Municipalities was enacted, capping economic activity tax rates at 3% of gross income, with exceptional cases allowing up to 6.5%.

Additionally, six Special Economic Zones were established that same year, including:

La Tortuga Island Federal Dependency Special Economic Zone
Military Special Economic Zone No. 1 in Aragua State
Paraguaná Peninsula Special Economic Zone
La Guaira State Special Economic Zone
Nueva Esparta State Special Economic Zone

These zones aim to attract local and foreign investment through preferential regimes as part of Venezuela's broader economic revitalization strategy.

The Law for the Promotion and Development of New Enterprises came into force in October 2022, streamlining procedures and reducing barriers to formalizing new businesses.

Types of Legal Entities and Their Characteristics

The Venezuelan Commercial Code recognizes four main types of business entities:

General Partnerships (Sociedad en Nombre Colectivo): Partners hold joint and unlimited liability.
Simple Limited Partnerships (Sociedad en Comandita Simple): General partners have unlimited liability; limited partners have liability capped to their investment.
Corporations (Sociedad Anónima or S.A.) are the most commonly used structure. Liability is limited to capital contributions, and it requires at least two shareholders.
Limited Liability Companies (SRL): Liability is tied to capital divided into non-share units.

To establish a company, you must reserve a business name, draft the Articles of Incorporation, pay applicable fees, and register with SAREN (the Autonomous Service of Registries and Notaries).

For SMEs, as defined under Venezuela’s Law for the Promotion and Development of Small and Medium Industry:

Small Enterprises: Up to 50 employees and an annual turnover of up to 100,000 Tax Units.
Medium Enterprises: Up to 100 employees and turnover up to 250,000 Tax Units.

Tax Benefits for New Businesses

Venezuela’s current legal framework offers several incentives to promote entrepreneurship.

Under the Law on Entrepreneurship, businesses with annual sales below a certain threshold may receive partial or complete exemptions from direct taxes.

Registered SMEs may also benefit from:

Exemption from registration fees before SAREN
Exemption from certain fiscal and tax obligations
Access to financing from banking institutions

As of this writing, one Tax Unit is valued at nine bolívares, essential for calculating obligations. Based on net income brackets, companies are subject to progressive income tax rates of 15%, 22%, and 34%.

Tax rates cannot exceed 3% of gross income at the municipal level, offering greater predictability for new companies under the 2023 harmonization law.

At ESCG, we provide expert legal support for international businesses seeking to understand and leverage these tax benefits during the investment process in Venezuela.

Key Requirements to Establish a Company

Understanding the legal and administrative requirements varies depending on the type of business structure you choose is essential to starting the company formation process in Venezuela.

Required Documentation by Company Type

Regardless of the legal entity chosen, the required documentation includes:

Selection of the business type (legal structure), identification of shareholders, capital amount, and registered office address
Copy of the national ID and RIF, or passport for foreign nationals
Engagement of a licensed attorney to draft the Articles of Incorporation for submission to SAREN
Two certified public accountants: one for the opening balance sheet and another as company auditor (comisario)
Payment of applicable fees and taxes

The Articles of Incorporation must include the company’s name, business purpose, capital, shareholder structure, and management framework. They must also be filed with the Commercial Registry for official recording.

Minimum Capital Requirement in 2025

2025, the minimum required capital will vary depending on the business type and its intended activity. According to SAREN criteria, the minimum required capital equals approximately USD 10,000 (in bolívares), though this may vary by commercial registry.

Acceptable methods to justify capital include:

Bank deposit: Opening a company bank account and depositing the required funds
Opening balance sheet: Valuation of assets (movable and immovable) that will support business operations, with total value meeting or exceeding the required amount

Depending on the Commercial Registry office, estimated capital requirements for registration typically range between USD 3,000 and USD 6,000.

Special Considerations for Foreign Investors

Under the Constitutional Law on Productive Foreign Investment:

Foreign investments must remain in Venezuela for a minimum of two years from the date of registration
Investors are entitled to remit up to 100% of verified annual profits or dividends abroad
Foreign companies must legalize their status and establish domicile in Venezuela

Investors must also register with agencies such as SIEX, SUDEBAN, SENIAT, and the regulatory entity corresponding to their sector.

Tax Domicile Selection

The tax domicile is the official address where a company is established and where it fulfills its tax obligations. For legal entities, this usually aligns with the registered business address.

Declaring a tax domicile is mandatory during incorporation. The company must register with SENIAT to obtain the RIF. Any subsequent changes must be reported to the tax authority within one month.

Failure to report such changes may result in fines equivalent to 100 times the highest official exchange rate published by the BCV and temporary closure of the commercial premises.

Step-by-Step Registration Process

Name Reservation and Availability Check

The first step is verifying the availability of the desired business name via SAREN’s online platform:

Visit www.saren.gob.ve
Navigate to "Aplicaciones" > "Trámites en Línea"
Register a new user or log in
Select the option to reserve a business name
Enter the proposed name to verify the availability

Once approved, the system will issue a reservation certificate valid for a specific period, during which no other entity may use the name.

Drafting the Articles of Incorporation

This document formalizes the creation of the company. To complete it, you must:

Hire a licensed attorney with an active Inpreabogado registration
Clearly define business purpose, capital, duration, and management structure
Designate two CPAs, one for the balance sheet and one as an auditor
Obtain a letter of acceptance from the appointed auditor
Specify share distribution and signing authority among shareholders
Include shareholder identification, tax domicile, and fiscal year-end date

Commercial Registry and Public Notice

After compiling the required documents:

Upload digital copies via SAREN’s platform
Pay registration fees through the system’s official bank payment form
Sign documents on the appointed date at the registry office
Publish the Articles of Incorporation in a specialized legal gazette
Submit published copies to the Commercial Registry

Obtaining RIF and Basic Permits

Once the Articles are officially recorded:

Obtain the RIF from SENIAT
Stamp and number required accounting books
Register with INCES, IVSS, BANAVIH, and MINPPTRASS
Secure municipal permits such as the Commercial License
Obtain land use and fire safety clearances (Municipality and Fire Department)

"For international companies seeking to invest in Venezuela, having expert legal guidance significantly streamlines this process," notes ESCG, a firm recognized for supporting foreign businesses entering the Venezuelan market.

Tax and Labor Obligations

After incorporation, your company must comply with all tax and labor obligations to remain operational and avoid penalties.

Registration with Social Security Authorities

Any company with at least one employee must register with IVSS (Venezuelan Social Security Institute) via the TIUNA system. Required documentation includes:

RIF certificate
Commercial Registry (original and copy)
Gazette publication of the company registration
Utility bill to verify business address

Upon approval, the system generates access credentials. Additionally, companies must register with RNET and RNOS.

Tax Regime for New Companies

Companies are subject to progressive income tax based on net income:

Up to 2,000 Tax Units: 15%
Between 2,001 and 3,000 Units: 22%
Above 3,000 Units: 34%

The current Tax Unit is valued at nine bolívares. Additional mandatory contributions include:

0.5% to 2% of gross income to Science and Technology
1% of net profits to the National Sports Development Fund
1% of operating earnings to the National Anti-Drug Fund

Mandatory Accounting Books

The Commercial Code requires businesses to maintain three main books:

Daily Ledger: Chronological record of transactions
General Ledger: Account classification and transactions
Inventory Book: Asset and financial position documentation

Daily and inventory books must be sealed in advance at the Commercial Registry. All records must be kept for ten years, and failure to do so may result in fines of up to 150 times the official exchange rate.

Periodic Tax Filings

Businesses must comply with:

Annual income tax return within the quarter following the fiscal year-end
Monthly VAT returns (even with no taxable activity)
Bi-weekly VAT filings for special taxpayers
Monthly income tax prepayments of 0.5% of gross income

To avoid future liabilities, proactive tax management is essential.

Special Considerations for Importing and Exporting

Venezuelan companies planning to operate internationally must understand specific procedures.

Import Requirements

To import goods into Venezuela, companies must obtain:

Customs User Registration (RUA) with SENIAT
RIF certificate
Product-specific licenses
Certificate of Non-National Production for Customs exemptions

Products in metallurgy, plastics, paper, chemicals, agrochemicals, and personal hygiene

require special approval from the Ministry of Industries.

Export Requirements

To export, companies must register with the Single Foreign Trade Window (VUCE) platform, which manages:

Export applications
Institutional approvals
Customs logistics
Foreign currency sales

Each shipment must include:

Final commercial invoice
Certificate of origin (optional but recommended)
Transport documentation
Customs declaration form

Additional certificates may be required for food, medicine, or protected species.

Incentives for Export-Oriented Companies

Venezuela offers multiple incentives to stimulate exports:

100% income tax refund for the first 4 years in Special Economic Zones
Full refund of customs duties on imported inputs used for export
Preferential port service rates for exporters
50% deduction of investments made in innovation and development

Navigating these processes requires deep knowledge of customs law, a key area of expertise at ESCG.

Conclusion

Forming a company in Venezuela in 2025 presents a promising opportunity for entrepreneurs and investors. Legal reforms, especially those related to Special Economic Zones, have created a more investment-friendly environment.

Streamlined procedures and generous tax incentives reflect the country’s commitment to fostering business development. New companies have more tools than ever to succeed, from administrative simplification to preferential rates.

While the process is structured, it is entirely manageable with proper guidance. Meeting all requirements, from name reservation to RIF issuance, builds a strong legal foundation.

Are you thinking of launching a company in Venezuela? Visit us at www.escg.com.ve—we are your strategic partner. Our expert team understands the regulatory landscape and can guide you every step of the way.

Success depends on careful planning, full compliance, and professional support. Venezuela’s economic outlook is creating opportunities for those ready to seize them.