Population
Venezuela has a population of 28,199,867 inhabitants, with a moderate population density of 31 inhabitants per km2.

Location
Venezuela is located in the northern part of South America and the Caribbean, made up of a continental area and a large number of islands and islets in the Caribbean Sea, whose capital and largest urban agglomeration is the city of Caracas. It has a territorial area of 916,445 km².

The continental territory is bordered to the north by the Caribbean Sea and the Atlantic Ocean, to the west by Colombia, to the south by Brazil and to the east by Guyana. With the latter country, the Venezuelan State maintains a claim over 159,542 km² of territory west of the Essequibo River; this area is known as Guyana Esequiba or Reclamation Zone, formerly under the control of Dutch Guiana. Through its maritime spaces, it exercises sovereignty over 71,295 km² of territorial sea, 22,224 km² in its contiguous zone, 471,507 km² of the Caribbean Sea and the Atlantic Ocean under the concept of exclusive economic zone, and 99,889 km² of continental shelf. This marine area borders those of thirteen States.

The official national language is Spanish, with a couple of dozen native languages also spoken by indigenous peoples and recognized as official national languages.

Climate and Ecosystems
Due to being in the intertropical zone, the climate of Venezuela is warm and rainy in general, but, due to the orography, the dominant direction of the winds, the arrangement of the alignments (with respect to the marine and aquatic currents the winds from the south), they occur in several climatic types that are almost the same as those that can be found in the large and small intertropical latitudes. Latitude has little influence on the Venezuelan climate, but altitude changes it drastically, especially in terms of temperature, reaching very different values according to the presence of the different thermal floors. The country has a very high biodiversity and ranks seventh in the world list of nations with the largest number of species. Habitats range from the Andes Mountains in the west to the rainforest of the Orinoco Basin in the south, across the extensive plains of the Llanos, the Caribbean coast, and the Orinoco River Delta in the east.

Furthermore, Venezuela has a tropical savanna climate, which can shift to hot and humid during the summer (being so year-round in some areas of the country).

The annual temperature nationwide usually ranges from 24°C to 27°C.

Ports and Waterways
The ports of Venezuela all face the Caribbean Sea, with the exception of Puerto Ordaz, Palúa and Matanzas, which are in Ciudad Guayana at the mouth of the Caroní River in the Orinoco.

The main ports of Venezuela are Amuay, Bajo Grande, El Tablazo, La Guaira, La Salina, Maracaibo, Matanzas (Ciudad Guayana), Palúa (Ciudad Guayana), Puerto Cabello, Puerto La Cruz, Puerto Ordaz (Ciudad Guayana), La Ceiba, La Vela, Puerto Cumarebo, Puerto Sucre, Guanta International Port, Punta Cardón and Punta de Piedras.

Venezuela has two canals for the transport of goods by river, the Orinoco River Channel and the Lake Maracaibo Channel, which have slow currents, regular feeding and water reserves so that in times of drought they do not hinder navigation. However, this type of transport depends on the state of the climate, topography and river flow, which can make it difficult and suspend cargo transport

Airports
Venezuela currently has more than sixty airports nationwide, of which fifty are public, three are private and three are exclusively for military use. All airports are regulated by the National Institute of Civil Aeronautics, the entity in charge of regulating, supervising and supervising the activities of civil aeronautics in Venezuela, which includes ensuring compliance with the rights and duties of users of the public air transport service, exercising permanent surveillance of the operational safety and protection of civil aviation, including air navigation services, and to develop commercial air space policies.

Water and Sanitation
In Venezuela, the largest basin is the Orinoco, whose surface area is close to one million km² and has a presence in 65% of the territory. The size of this basin makes it the third largest in South America, and it gives rise to a flow of about 33 thousand m³/s, making the Orinoco River the third largest in the world, and also one of the most valuable from the point of view of renewable natural resources. At least a hundred large rivers flow in the country, whose basins cover more than 1,000 km², among which the Caroní, Caura, Apure, Meta, Ventuari, Portuguesa, Santo Domingo, Uribante and Chama among others that can be highlighted.

Electricity
Venezuela had an installed electricity generation capacity of approximately 23,670 MW at the end of 2009, of which 62% (14,630 MW) corresponded to hydroelectric dams and 38% (9,040 MW) to the thermoelectric park. At the end of 2009, energy consumption was 123,000 GW/hour, with an all-time high demand of 17,300 MW. The demand for energy is increasing. For example, from 1998 to 2009 it increased by about 60%, which represents an additional 6,500 MW, although only 4,000 MW were brought into service that were not fully operational.

Tourism
Tourism in Venezuela has developed considerably in recent decades, particularly due to its favorable geographical position, the variety of landscapes, the richness of flora and fauna, the artistic manifestations and the privileged tropical climate of the country, which allows you to enjoy each region (especially the beaches) throughout the year.

Common Business Structures
Industrial and commercial activities in Venezuela may be carried out in several ways, ranging from individual entrepreneurs to forms of legal entities.

The Code of Commerce provides the following types of business entities: i) Corporation (Compañía Anónima, Sociedad Anónima); ii) Limited Liability Companies (Sociedad de Responsabilidad Limitada); iii) General Partnership (Sociedad en Nombre Colectivo); iv) Simple Limited Partnership (Sociedad en Comandita Simple); v) Stock Limited Partnership (Sociedad en Comandita por Acciones), and vi) Branches.

In general, there are no restrictions on foreign persons to be shareholders, managers, or directors, except in specific sensitive industries, including television, radio broadcasting, Spanish language newspapers and services in areas that require the participation of professionals whose practice is governed by national laws. Some industries, such as the oil industry or the mining of gold are reserved for state-owned companies. Companies operating in all other sectors may have up to 100% foreign ownership, and such companies may remain as foreign-owned companies indefinitely.

Nevertheless, it is essential to point out that the Commercial Registry Offices may request a copy of the shareholders’ passport and visa (Labor or Business) and often ask for the same documents for at least one of the foreigners appointed as managers or directors.

In stock corporations, shareholders are only liable for the company’s acts up to the subscribed capital. However, shareholders can be held responsible for environmental and price regulation matters. In addition, recent decisions from the Supreme Court have pierced the corporate veil in employment matters and other public-interest issues and established that a member of a group of companies is jointly and severally liable in these situations. In general, no minimum or maximum share of capital is required for stock corporations. Shareholders must subscribe to the total capital stock and pay at least 20% by the time of incorporation. Although no minimum capital stock is legally required (other than in regulated areas such as financial services), Commercial Registry Offices tend to require a minimum capital stock of USD 5,000.00 in the equivalent of local currency. Other minimums may apply to specific business areas (such as banking and insurance) due to specific regulations.

Certain tax advantages apply to joint ventures and taxpayers whose income derives from the manufacture

Generally, all corporate forms are subject to the same taxation system. In Venezuela, there is no “tax ruling” procedure. Only a “consultation procedure” to determine if the interpretation and application of some tax rule applied or to be applied by the taxpayer is correct, exists. In case the Tax administration does not answer the “consultation”, the taxpayer cannot be sanctioned, and, in this case, they would apply the interpretation exposed in the consultation. This does not affect the faculty of tax administration to request the tax difference in case it will not agree with the taxpayer’s position, at any time, until the statute of limitations of the tax obligation expires.

Regarding the general anti-tax avoidance system, there is only a provision in Article 16 of the Organic Tax Code and Article 92 of the Venezuelan Income Tax Law that contains a general anti-elusive tax rule that recognizes the faculty of the Venezuelan Authorities to disregard any forms or structures, contracts, and any other juridical procedures or acts, in case they considered that these negotiations or structures have been made for the sole purpose of avoiding or reducing the tax effects of the business. The decisions of tax authorities based on this faculty will only affect tax implications.

Corporate Taxation
In Venezuela there is no specific corporate tax, the same rules that regulate natural persons apply to their taxes. However, there are special rules for the following:

• Value Added Tax ("VAT"). Companies are obliged to declare when they make sales of movable goods, the definitive importation of movable goods, exports and the provision of services. The tax rate minimum is 8%, up to a maximum of 16.5%. VAT is declared and paid on a monthly basis for general taxpayers, but special taxpayers must declare it on a biweekly basis and paid it in the week following the closing.
• Tax on Large Financial Transactions ("LFT"). The taxable event is: (i) the debit in bank accounts, escrow deposits or other types of demand deposits, liquid assets and other funds in the financial market realized in banks and other similar institutions; (ii) the assignment of checks, securities, escrow deposits paid in cash and any other negotiable instruments; (iii) acquisition of checks in cash; (iv) lending operations carried out by banks and other financial institutions, among them; (v) the transfer of securities in custody between different holders; (vi) cancellation of debts without the intermediation of the financial system; (vii) debits to accounts that are part of private organized payment systems not operated by the Venezuelan Central Bank; and (viii) debits to accounts for cross-border payments.
  
  The taxable base will be the total amount of each debit with a 2% tax rate. In 2022 this Tax was extended to natural persons, legal entities and economic entities without legal personality, for payments made in: (i) foreign currency, (ii) in cryptocurrencies; or (iii) crypto assets other than those issued by the Government of Venezuela within the national banking system, and without the intermediation of a foreign correspondent bank. For payments made to persons classified as “special taxpayers”, the applicable rate in those cases is 3% over the amount paid in foreign currency.
• Income tax is filed and paid on a yearly basis and must be paid before March 31st the following year. However, in relation to the estimated tax return, taxpayers who have obtained taxable net income in excess of 1,500 TUs in the taxable year prior to the current financial year shall determine and pay income tax in advance on 80% of the net global enrichment corresponding to the immediately preceding year, proceeding to the payment of 75% of the amount of the resulting tax, as of the sixth month following the closing of the fiscal year. When filing an estimated tax return, the income tax determined is paid monthly, as an advance payment of the tax payable for the correspondent fiscal year.
• There is a municipal business license tax, which is a tax applied by local governments to commercial or industrial activities carried out within their jurisdiction.
• A contribution for technology and science applies to entities with gross revenues over 150,000 of the higher exchange rates of the higher valued foreign currency, at a tax rate of 0.5%, 1% or 2% depending on the activity carried out by the taxpayer. There is another contribution set forth in the anti-drugs law and the contribution set forth in the sports activities law.

Generally, other tax contributions are filed and paid on a yearly basis, some at the same time as the filing and payment of income tax. Specific kinds of taxpayers may be required to file and pay taxes at special times and conditions.

Social Security and Welfare System Contributions
Employees must pay the following contributions:

• INCE
  0.5% of annual profit-sharing bonus.
• Social security
  4% of monthly salary.
• Unemployment
  0.5% of monthly salary.
• Housing Policy Law
  1% of monthly salary.

Employers must pay the following:

• INCES
  2% of the payroll every three months.
• Social Security
  between 11% and 13% of each employee's monthly salary.
• Unemployment
  2% of each employee's monthly salary.
• Housing Policy Law
  2% of each employee's monthly salary.

Legislative Protections
Regarding the employment of foreigners, the applicable Law provides that foreign employees shall not exceed 10% of the total workforce in any business.

The weekly working time shall not exceed five days a week and the employee will be entitled to two days off, continuous and paid during each week of work.

When the worker reaches a year of service uninterrupted it will enjoy a period of fifteen working days of paid vacation leave. The worker shall be entitled to an additional paid day for each year of service up to a maximum of an additional fifteen working days. The employer may grant collective holidays by suspending activities for a number of days per year. Those days will be discounted from the worker’s annual vacation leave. The employer must pay the worker on the opportunity of the vacation, a special bonus equivalent to a minimum of fifteen days of salary plus one day for each year of service up to a total of thirty days of normal wage. The Organic Labor Law provides that employee sickness will be considered a justified cause for absence from work.

The Organic Labor Law does not contemplate a minimum of employees to be hired by the employer. The Labor Law also does not contemplate a minimum number of hiring, but it is important to note that employers are required to hire a number of nationals equivalent to at least 90% of their staff. The Organic Labor Law contemplates certain positions in the company that must be held by Venezuelan nationals such as Head of Industrial Relations, Ship and Aircraft Captains and positions with similar functions.

Unions
Unions are recognized in Venezuela. Industries such as Oil, Construction, Pharmaceutical, and Manufacturing, among others, have established unions and a mandatory Collective Bargaining Agreement. Most unions have political affiliations. There is no obligation on the part of the employer to organize unions.

Termination Rights
The Organic Law of Labor and Workers as well as the Law of Special Protection Against Termination, provide that all the employees except for executive management employees or seasonal employees may not be dismissed without an approval though a proceeding in the Labor Inspector Office. In this sense, all the dismissal must be justified according to the specific provisions established in the Organic Labor Law and Employees.

If the Labor Inspector Office concedes its approval for the dismissal, the employer must only pay the employee its seniority and pending labor benefits. Notwithstanding the foregoing, without the approval of the Labor Inspector Office, an employee who has been dismissed may file for reinstatement before the Labor Inspector Office or request an indemnity for unjustified termination equivalent to the total amount of the applicable seniority benefits accruals.

Redundancy Entitlement
According to the Organic Law of Labor and Workers, in case of unjustified dismissal, the worker must be compensated for an equivalent of the total amount of its seniority benefits accruals.

Employing an Overseas Person (Visas)
Foreign employees must have a work permit and a work visa. Work permits are granted by the Ministry of the Popular Power for Work´s Social Process and the work visa is granted by the Ministry of the Popular Power for Justice, Peace and Internal Relations. The process for obtaining a labor permit can take between 3 to 4 months. There are no fees involved in the process before the competent authority.

Compulsory Superannuation
It is optional for the private company to establish a compulsory superannuation by his own regulations, but it is mandatory for the public administration, and it is established in the Decree-Law for Superannuation and Pensions of Workers of the Public National, Estate and Municipal Administration. This Decree also applies to the private companies where the Venezuelan government has a participation of at least 50%.

This public worker will be eligible for superannuation when they turn 60 years old for men and 55 years old for women and have 25 years of service; or when have 35 years of service regardless of age.

Workplace Safety Laws
All companies must follow the Organic Law for the Prevention, Conditions and Labor Environment (known as "LOPCYMAT", for its Spanish acronym). This law establishes mandatory safety and health regulations and requires employers to train employees with respect to occupational safety and health.

Worker Compensation
According to the Organic Law for the Prevention, Conditions and Labor Environment, in case of a work accident or labor sickness, previously certified by the National Institute for the Preventions of Working Conditions and Environment (known as "INPSASEL", from its Spanish acronym), the worker must be compensated, but the amount may vary depending on the degree of his incapacity.

Pay Equity
The Organic Law of Labor and Workers provides for gender equality between men and women and their right to have equal opportunities to get a job, promotions, payment and responsibilities to manage work. The Law also contemplates the protection in cases of sexual harassment and workplace harassment.

Venezuela has in place regulations derived from its participation in the WTO and in regional integration agreements. In connection with the commercial activities, it is important to consider the antitrust law and consumer law. In the case of specific sectors (telecom, banks, energy and others) there are additional sectorial regulations.

The customs import and export regimes are governed by the Decree with Range, Value and Force of Organic Law of Customs (“LOA”) and its regulations. Importation is the introduction of goods into the national territory for their use and definitive consumption in the country, upon payment of the taxes caused by the entry of those goods into the country, and in compliance with the formalities and procedures in front of customs authorities. On the contrary, exportation is the exit of goods from the national territory, for use and consumption abroad, subject to compliance with formalities and procedures for that purpose.

Formal Nationalization Process

• The importer, through the Customs Agent or Agency, shall register through the Automated Customs System (“SIDUNEA”), the Advance Declaration of Information (“DAI”) for the entry of goods: (i) within no more than 15 and 1 day, before the arrival of the goods, in case of imports by air or land; and (ii) within no more than 15 and 2 days, before the arrival of the goods, in case of imports by sea.
• After the arrival of the goods in the country, the importer must make the Declaration of Value (“DVA”) and will have 5 working days to register the single customs declaration (DUA for its Spanish acronym). If the importer fails to register the DUA in a timely manner, a fine will be imposed, and the goods will pass to the status of legal abandonment if the importer does not declare the goods within the next 30 days.
• The documents necessary for the importation and nationalization of goods before the customs authorities are: (i) final commercial invoice; (ii) original Bill of Lading or Air Waybill; and (iii) any other documents required according to the type of goods.
• After the importer registers the DUA, the applicable taxes must be paid: (i) the Import tax or ad-Valorem Tariff set out in the customs tariff which, depending on the good and its tariff code, ranges from 0% - 35% of the price of the goods; (ii) rate for determination of the customs procedure equivalent to 1% of the price of the goods; and (iii) the VAT.
• The Agent or Customs Agency registers the payment in the SIDUNEA system, and that system yields a channel of selectivity for the recognition of the goods in the warehouses guarded by the customs authority.
• Once the recognition is completed, the official may authorize the release of the goods.

Formal Export Process

• The exporter shall register the export declaration in the SIDUNEA system no later than 5 business days following the date of entry of the goods into the storage area through its Agent or Customs Agency.
• The documents required for export are: (i) the final commercial invoice; (ii) the documents required according to the type of goods; and (iii) a copy of the Bill of Lading or Air Waybill.
• In addition to the documents required in the previous point, the exporter must obtain, depending on the type of product: (i) an export permit for goods subject to the statutory regime No. 4; (ii) certificate of free sale and consumption; (iii) phytosanitary protection certificate; (iv) zoo-health certificate; (v) domestic demand satisfied for exportation certificate; (vi) certificate of analysis for food exports; (vii) certificate of origin; (viii) pharmaceutical products certificate for medicinal products; (ix) authorization to export coffee or cocoa in grains; (x) permit for the export of forest products; (xi) export permit for fishery products; and (xii) sanitary certificate for fishery products.
• Export transactions are not subject to the Ad-Valorem Tariff, nor are they subject to the payment of 1% of rate for determination of the customs procedure or VAT.
• The recognition of the goods may be carried out, both in the warehouses of the customs area, or before, in the private warehouse of the exporter with a prior authorization to carry out the on-site recognition from the head of the customs export office.

Foreigners are required to have a visa to travel to Venezuela. According to the type of travel, there are different types of visas:

• Tourist Visa
  The tourist visa will be issued to those who want to enter the country for recreation and health purposes or activities that do not involve any kind of benefits, like cultural, artistic, scientific, sports, contact with national corporations or persons of public or private sector, or journalistic contact for specials events.
• Business Visa
  Will be issued to merchants, businesspersons, legal representatives and small business owners who are not migrants, but want to enter the country to carry out activities and/or trade transactions or another legal activity related to their business.
• Student Visa
  Will be issued to non-migrants who want to enter the country to carry out university or technical studies, postgraduate or make an internship program.
• Visitors with Fixed Income (produced outside Venezuela) Visa
  Will be issued to persons or legal representatives who have established the contacts (proved through credible documents) and the investment that has been accepted by the competent Venezuelan official bodies.
• Family Visa
  Will be issued to the spouse, children under eighteen, parents and parents-in-law, after proving the family relationship and economic dependency with the holder of a work visa.
• Religious Visa
  Will be issued to representatives of any religion, no migrants, when they come to Venezuela in their religious character.
• Work Visa
  Will be issued to the foreign worker who enters the country to work in a corporation, with previous authorization requested by the corporation to the Administrative Service of Identification, and Migration Affairs ("SAIME"). This type of visa will not be issued to artists, foreign journalists and athletes.

Zoning and Planning
Provided by the Planning Land Act, the Venezuelan government decreed in 1998 a National Plan of Land Use to establish the special, cones, territories and their different uses. Some of these zones include of forestry operations, agricultural, mining, recreational and some others that most of them comprehend the National Parks and are called Areas Under Special Administration Regimen. These Areas Under the Special Administration Regimen, are the most protected for the biodiversity found therein, and therefore the most restricted ones for economic activities, except those related to tourism.

These territories are regulated by certain norms that aim to protect the environment from industrial and exploitation activities, by means of the requirement of certain permits and authorizations to interested parties that manifest their intentions of performing economic activities in those protected areas, territories or zones.

Provided by the valid land planning legislation, the national government is entitled to reform the national plan, and by doing so, to establish a different zoning in which environmental laws could be applied differently than from other areas.

Environmental Laws
The environment in Venezuela is regulated by the Environment Organic Law. Individuals and companies, privately or publicly owned, shall execute their activities according to the plans established, the provisions of the law and any other legal instrument applicable to this matter. They are responsible for the formulation and execution of projects involving the use of natural resources and biological diversity and shall create a permanent process of environmental education in order to promote the conservation of the ecosystem and sustainable development.

The Environmental Criminal Law establishes that actions against natural resources and the environment are criminal offenses. This law is innovative since the legal entities also have criminal liability. This aligns Venezuela with the global trend to establish criminal responsibility and sanctions on legal entities.

The right to property is one of the constitutional guarantees established in the Constitution of the Bolivarian Republic of Venezuela. In addition to guaranteeing the right to property, it is indicated that this right will have no limitations other than those established by law.

The Venezuelan Civil Code contains the legal definition of property. This law establishes that "property is the right to use, enjoy and dispose of something exclusively, with the restrictions and obligations established by law”. Likewise, property has certain attributions or rights for its owners, which are:

• Use
  It is the faculty of the proprietor to maintain his property and use the good without destroying it, alienating it or consuming it.
• Enjoyment
  It consists of the faculty of the owner to enjoy and get the fruits that he can generate from the good.
• Disposition
  Is manifested in the ability of the owner to perform any act desired on their property, which is not expressly prohibited by law.

The right to property has some limitations justified on grounds of public or private use, according to the Venezuelan Civil Code. Among the limitations for reasons of public policy, we can find those established in the Venezuelan Civil Code, which refers to: “the conservation of forests, the course of waters, the passage along the banks of rivers and navigable canals, air navigation, the construction and repair of roads and other public works”. There are also limitations contained in the Expropriation for Public or Social Use Law; the Coastal Zones Law; and the Security and Defense of the Nation Law.

Pursuant to the Law of Security and Defense of the Nation, there are certain areas set by the Decree of the National Government in which foreigners cannot acquire properties without the previous authorization of the Ministry of Defense. As for the limitations due to private use, they are focused on the coexistence of several neighboring or nearby property rights. These limitations can be derived from easements, such as the right of way; of aqueduct and of electric conductors; by the party wall; by reason of drainage; among others.

Trademarks and Service Marks
After Venezuela’s withdrawal from the Andean Community, on April 22, 2006, the Industrial Property Law of 1955 entered back into force instead of Decision 486 of the Andean Community. Trademark matters remain regulated under the Law of 1955. According to this law, distinctive words and signs and combinations thereof that can be graphically reproduced can be registered as trademarks, including numbers and numerals.

Venezuela is also a signatory to several international treaties that are directly or indirectly related to intellectual property, including the Paris Convention for the Protection of Industrial Property and the Agreement on Trade-Related Aspects of Intellectual Property Rights ("TRIPS"). Exclusive trademark rights are granted only by registration. Holders of registered trademarks may be able to prevent the registration of similar trademarks by filing an opposition to the application. The Venezuelan Patent and Trademark Office ("SAPI") may deny an application based on the existence of a prior similar application.

Use is not required either to file or grant a trademark. Like most civil law-based trademark systems, Venezuela is a first-to-file jurisdiction. However, according to the Industrial Property Law, use may be required in two cases:

• When a non-use cancellation action is filed; and
• In case of an opposition based on a “better” right. This procedure, set out in the Industrial Property Law, allows for the filing of an opposition based on notoriety or prior use.

There are no restrictions as to who may file a trademark application. National and foreign individuals, including legal entities, may file trademark applications. In addition, an application may be filed by joint applicants. For filing purposes, the following information must be included for each applicant:

• Name and address.
• Nationality and, if the applicant is a legal entity, place of incorporation; and
• Name and address of the applicant´s legal representative if it has one (required when the applicant is a foreign individual or corporation).
  
  A power of attorney, duly signed by the applicant and notarized and certified by apostille or legalized by a Venezuelan consulate, is required to act as a legal representative. Trademark applications are most commonly rejected where the trademark for which registration is applied is: (i) descriptive, generic or both; (ii) similar to a prior trademark application or registration; (iii) deceptive (i.e., with respect to its place of origin); (iv) comprises only a color; (v) contrary to morals and public order; or (vi) a trade name, where the applicant is an individual and not a company.

Trademark registration affords protection throughout a fifteen-year term, which may be renewed for subsequent equal terms. In order to obtain the renewal of a registration, the interested party must file the request within 6 months prior to the expiration of the respective term.

Copyright and Design
The legislation in force is the Copyright Law, implemented in 1993. The legislation regarding copyright is enforced by the Ministry for Trade through the Copyright Direction of the Autonomous Service for Intellectual Property ("SAPI"). Venezuela has signed the Berne Convention for the Protection of Literary and Artistic Works and the International Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organizations ("Rome Convention").

Patents
Since October 2020, the TRIPS has been directly applied. This has allowed the granting of patents, even in sectors prohibited by law, such as the pharmaceutical industry. As for the validity of the exclusive rights granted by the patent, these would last for 20 years from the granting of the patent.

Passing off and Enforcement
Passing off can be enforced both before the Competition Authority or the commercial courts. By giving notice to the competition authority, the proceedings will be conducted by the authority without the need for intervention by the claimant, who is allowed to participate and produce evidence. The sanction would be a fine and the competition authority is entitled to impose any order on the offender.

The proceedings before the courts will depend on the arguments and evidence produced by the parties and the court will impose an order to pay damages and to stop the illegal conduct.

Confidential Information
Regarding confidential information, there is no regulation on this matter in Venezuela. The only norm that provides protection to confidential information in the Venezuelan jurisdiction is the Constitution.

Provided by Article 60 of the Venezuelan Constitution, honor, private life, intimacy, confidentiality and reputation of a person are entitled to protection by the law. Furthermore, this provision also states that the law shall limit the use of informatics to protect those rights and their development by the people. Regarding matters of confidential information in Intellectual Property rights, this article of the Constitution could be the only one that could be enforced to protect said confidentiality.

Consumer protection is regulated by the Law of Fair Price, focused on the mechanisms for calculating prices. In that sense, selling goods at higher prices is prohibited. The traditional consumer rules are very limited and only establish the prohibition of selling expired products, the imposition of abusive conditions or false advertising to consumers.

Not applicable.

Not applicable.

The competition issues are treated in the Venezuelan Constitution of 1999 and the antitrust is regulated under the provisions of the Antitrust Law, both established the general framework for each matter, and both are the current applicable laws. The Antitrust Law is applicable to all natural and legal persons, public or private, national or foreign, profit-seeking or nonprofit, who realize economic activities in the country.

The law is not applicable to:

• The organization of the people’s power is governed by the Organic Law of the Communal Economics System.
• The public or mixed corporations with strategic activities.
• The government corporation that provides public services.

Not applicable.

Voluntary Dissolution
In Venezuela, there is a difference between the dissolution and the liquidation of a company. When a company is dissolved, it ceases to have the legal capacity to acquire new rights and obligations. On the other hand, the liquidation of a company is the process in which assets are liquidated or sold to pay off any remaining debts of the company. In most cases, a company must first go through the liquidation process before it is fully dissolved, but, for example, when a merger takes place, the company may be dissolved but its assets are not liquidated because they become part of the merger. According to the Code of Commerce, companies are dissolved because of:

• The expiration of the term or duration of the company according to their bylaws.
• The lack or termination of the purpose of the company or the impossibility of carrying it out.
• The fulfillment of the purpose of the company.
• The bankruptcy of the company, even if there is a concordant.
• The partial or total loss of the capital, but the former only applies in certain cases specified by law.
• The decision of the partners or shareholders.
• The merger with another company.

When the company is dissolved because of the decision of the partners or shareholders, the company must go through the liquidation process. Both the dissolution and liquidation of the company will be regulated by the bylaws of the company and the Code of Commerce. According to the Code of Commerce, the voluntary dissolution/liquidation of the company must follow, at least, these steps:

• Dissolution and Appointment of the Liquidator
  A General Shareholders’ Assembly must be held where they approve the dissolution and appointment of the liquidator. The latter must also accept such an appointment by means of an acceptance letter. These documents must be then registered before the respective Commercial Registry Office.
• Continuity of the Corporate Bodies
  During the liquidation, the management bodies will continue to be active, but their functions must be exclusively aimed at the liquidation of the company.
• Publication of the Dissolution/Liquidation in the Newspaper
  Publish a notification of the dissolution/liquidation of the company in a newspaper.
• Payment of Corporate Obligations
  The liquidator shall collect the assets of the company and pay all the liabilities of the company, pursuant to the credit priority rules, including its tax obligations. After the obligations are fulfilled, the remainder can then be distributed between the shareholders.
• Final Liquidation Account
  The liquidator must prepare the final liquidation account which must be approved by the General Shareholders’ Assembly and must be equal to zero. These documents must be registered before the Commercial Registry Office.
• Notification to the Tax and Other Government Authorities
  The tax authorities must be notified of the liquidation and dissolution of the company.
• Final Declaration of Revenue to the Tax Authorities
  After the final liquidation account is approved in the last General Shareholders’ Assembly, the liquidator and accountants have 3 months to present the final revenue declaration to the tax authorities and pay any remaining obligations.

Bankruptcy or insolvency laws are the set of material and procedural rules that regulate and make possible a declaration to proceed to the collective execution of all the debtor's assets. Corporate Insolvency is regulated mainly by the Code of Commerce and the Civil Code. Additionally, there are other special laws that regulate insolvency depending basically on the type of entity involved, such as banks, insurance companies, and companies listed on the stock market.

• Options for Creditors
  • Application for Bankruptcy
    Creditors can apply for the declaration of bankruptcy of their debtors even when their credits are not enforceable but are of a commercial nature. The creditors with non-commercial credits can apply for bankruptcy of their debtor, but only if those credits can justify the non-payment of the commercial debts of their debtor. The purpose of the declaration of bankruptcy is to liquidate all the assets of the debtor to pay off the debts of all its creditors. The liquidation during the bankruptcy procedure is a procedure in which all the assets of the debtor are sold or assigned through direct sale, or at private or public auction, within the shortest period possible. During the bankruptcy procedure, the creditors can celebrate an agreement with the debtor along with the other creditors to settle the bankruptcy.
• Options of the Creditors and the Company
  • The Concordant
    The closest thing we have to a voluntary administration of a nonpayment situation is the Concordat. The Concordat is a contract signed between the debtor and his creditors with judicial approval, and by which the debtor is obliged to pay his creditors, in whole or in part, immediately or in installments, on the condition that the debtor will be released from them, and that the bankruptcy will be suspended. This contract is signed by the creditors who deliberate in the general meetings of the Moratorium or Bankruptcy Procedures, subject to special conditions as to the majority. The concordat approved by the creditors and the judge is mandatory for creditors absent at the general meeting convened by the court, even for those who oppose it. Preventive concordats are not contemplated in our legislation, and extrajudicial concordats are prohibited by the Code of Commerce.
  • Moratorium Procedure
    This procedure is a benefit for business individuals or entities whose assets are superior to their liabilities but can’t pay their creditors in time, because of lack of liquidity, consequence of unpredictable events and other reasonable excuses. This procedure allows the merchants to apply to a commercial court for the authorization for the friendly liquidation of their business, to pay their creditors within a period of twelve months (only an extension of twelve months can be granted). During this procedure, the business individuals or entities can only make retail operations without the authorization of the court and must file the necessary corporate documents. He can also make any agreement or concordat with the creditors, but it needs to be approved by all the creditors. It can be approved by the three-quarter majority, but the agreement must establish a way to resolve any controversy of the dissident creditors of the concordat.
• Administrative Insolvency Proceedings
  • Intervention Procedures
    Intervention Procedures are the ones directed by administrative government bodies or entities with the purpose of rehabilitating or liquidating financial or insurance institutions. These institutions are excluded from the Moratorium and Bankruptcy Procedures previously mentioned because they manage and/or hold a large quantity of money from third parties, and if they find themselves in a nonpayment situation, this can affect the public. During an Intervention Procedure, the institutions can be subject to: (i) nationalization; (ii) administrative rehabilitation; or (iii) administrative liquidation.
  • Creditors Compromise
    During a Bankruptcy or Moratorium procedure, the creditors can’t initiate any individual judicial procedure to collect their debts against the debtor that is in a Bankruptcy or Moratorium Procedure. There are exceptions to this rule, like any guarantee or right of retention that the creditors may have. During the Bankruptcy or Moratorium Procedures, the creditors must present proof of their credits and attend the general meetings of these procedures.