Recent Regulatory Changes for Venezuelan Private Companies (CA and CRL): 2024–2026

Overview

Venezuela has enacted several legislative and regulatory changes affecting its compañía anónima (CA) and compañía de responsabilidad limitada (CRL) during 2024–2025. Reforms address the Código de Comercio, the hydrocarbons sector regulatory framework, Special Economic Zones, and international sanctions considerations.

1. Código de Comercio Reform (December 2024)

Amendments to the Código de Comercio enacted in December 2024 modified provisions governing the constitution, administration, and dissolution of compañías anónimas (CAs). Key changes include updating the minimum capital for a CA to reference the official exchange rate benchmark published by the Banco Central de Venezuela (BCV), replacing the prior fixed bolívar denomination; permitting companies to maintain corporate books in electronic format, subject to Registro Mercantil authentication; and retaining dissolution rules where losses exceed two-thirds of share capital, now applied to equity calculated at current exchange rates.

2. Hydrocarbons Law Amendments (January 2026)

Amendments to the Ley Orgánica de Hidrocarburos, in force from January 2026, modified the corporate structure requirements for joint ventures (empresas mixtas). PDVSA or its subsidiaries must hold a minimum of 51% of the equity in any mixed company. Private partners may hold the remaining equity through CA or CRL structures, subject to prior authorisation by the Ministry of Petroleum.

3. Special Economic Zones — Resolution 015-25

Resolution 015-25 of the ZEE Superintendency updated corporate registration requirements for ZEE companies. Companies seeking ZEE status must demonstrate a minimum investment commitment and submit corporate governance documentation — including bylaws, shareholder register, and beneficial ownership declarations — to the ZEE authority within 60 days of constitution.

4. OFAC General Licences 46 and 47

OFAC General Licences 46 and 47, which had permitted limited transactions with certain Venezuelan state entities, expired in April 2024. The lapse restricts the ability of US persons and USD-denominated transactions to engage with Venezuelan state-owned CA structures, including PDVSA-related entities. Foreign private companies interacting with Venezuelan entities must reassess their sanctions exposure.

Summary of Key Legislative Instruments