[Last updated: 1 January 2024, unless otherwise noted]
There are no restrictions regarding the jurisdiction of the issuer of the securities to be listed.
In order to qualify to list their securities on the BVC, with a primary listing, entities must have a share capital of 250,000 tax units to 500,000 tax units (T.U.) (with one T.U. currently valued at VEB 9.00 (approximately US$0.25). Depending on the type on exchange being performed, the T.U. is a referential value created by the Organic Tax Code in 1994 to update tax bases, fees, fines and similar tax concepts according to the annual inflation rates.
Additionally, entities wishing to list their securities must comply with the relevant internal regulations issued by the SUNAVAL and keep books, financial statements and any other records relevant to demonstrate the liquidity of the company. For a listed entity to be duly incorporated, it must have a minimum of 20 members, regardless of whether they are shareholders or not. After its incorporation, the entity can reduce its members down to 15, but no less. The secondary listing is comprised by the Stock Exchange of Agricultural Supplies and Products. In contrast with the primary listing, it requires that the minimum share capital has to be an amount equivalent to 30,000 T.U.
In order to maintain a listing, the following requirements must be met at all times:
- Compliance with the internal rules, as well as observance of the uses and customs in force in the respective stock exchange.
- Allow inspection of company books by SUNAVAL officials or the board of directors of the respective stock exchange.
- Semi-annual submission to the SUNAVAL and to the boards of directors of the respective stock exchanges of the company's balance sheet, statement of income and statement of changes in its financial situation, audited by a public accounting firm, duly registered in the National Securities Registry.
- Provide the SUNAVAL or the board of directors of the stock exchange with the information required.
Additional requirements
Once listed, companies must comply with the following continuing obligations:
- Periodic Information: companies must provide the Board of Directors of the BVC, within 30 days following the holding of the respective Shareholders' Meeting, the following information: Annual Report and Accounts; Financial Statements audited by Certified Public Accountants in the Independent Practice of the Profession, and a copy of the minutes of the Meeting that reviewed and approved said Financial Statements.
In the case of companies whose shares are listed on the BVC, they must submit, in addition to the previous provisions, within 30 calendar days following the close of each quarter of their annual fiscal year, their respective consolidated Balance Sheets, presented in comparative form with those of the same quarter of the previous fiscal year.
- Occasional Information: companies that have their securities registered in the BVC must submit notifications of the following: Decrees and Payments of Dividends, within two business days after the Dividend Decree or Subscription Right Decree takes place; Capital Increases or Reductions; Increase or Reduction of the Nominal Value of the shares; Issuance of Debt, whatever its term or currency; Calling of Ordinary and Extraordinary Meetings; Any change in accounting policy that could materially affect the financial results; Changes in the Method of Valuation of Investments in Securities; Revaluation of Assets; Redistribution of Shares; Issuance of Shares, and Debt or Subscription Rights.
Accounting standards. Submit Annual Report and Accounts, Financial Statements audited by Certified Public Accountants in the Independent Practice of the Profession, as well as a copy of the minutes of the Meeting that reviewed and approved said Financial Statements.
In the case of companies whose shares are listed on the BVC, they must submit, in addition to the previous provisions, within 30 continuous days following the close of each quarter of their annual fiscal year, their respective consolidated Balance Sheets, presented in comparative form with those of the same quarter of the previous fiscal year.
[Last updated: 1 January 2024, unless otherwise noted]
Required Documentation:
- Articles of Incorporation/Bylaws.
- Copy of the issuer's General Balance Sheets duly audited in accordance with legal standards, accompanied by the reports of the Statutory Auditors and the Board of Directors for the last three years, or since its incorporation, if the period is shorter.
- Certified copy of the minutes of the Shareholders' Meeting in which the issuance of the securities whose registration is requested was agreed upon.
- Indication of whether the securities are dematerialized and the securities deposit box where they are deposited, and if not, include a facsimile of the certificates and a description of the process of transfer of ownership of the same.
- A copy of the corresponding prospectus, approved by the SUNAVAL, if applicable.
- Proof of registration of the securities in the National Securities Registry.
- List of the company's share capital increases.
- List of dividends accrued during the five years prior to the filing date of the application, when applicable.
- A table showing the distribution of shares and a list of shareholders of the company who own more than the equivalent of 5% of the total shares representing the share capital.
- Copy of the issuer's General Balance Sheets duly audited in accordance with legal standards, accompanied by the reports of the Statutory Auditors and the Board of Directors for the last three years, or since its incorporation, if the period is shorter (only applicable to bonds, commercial papers, participation titles and others).
- Indication of whether the securities are dematerialized and the securities deposit box where they are deposited, and if not, include a facsimile of the securities issued and the corresponding coupons, as well as a description of the process of transfer of the ownership thereof (only applicable to bonds, CP, participation titles and others).
- Name of the provisional or definitive representative of the bondholders (only applicable to bonds, CP, participation titles and others).
- Description of the warranties of the listing, if any (only applicable to bonds, commercial papers, participation titles and others).
- Exact description of the interest payment procedure, with indication of the respective date and place; as well as description of the amortization and drawing process (only applicable to bonds, commercial papers, participation titles and others).
- Detailed description of the conversion procedure, in the case of convertible bonds (only applicable to bonds, commercial papers, participation titles and others).
[Last updated: 1 January 2024, unless otherwise noted]
Companies that are listed on the BVC are required to comply with the rules on corporate governance contained in Administrative Order No. 001 of 13 January 2021 regarding the Standards of Good Corporate Governance of the Securities Market (Administrative Order No. 001), published in the Official Gazette No. 42.171 of 19 July 2021. Administrative Order No. 001 contains a series of definitions and guidelines for all regulated entities to adopt regarding the following:
- Shareholders and Board of Director Meetings. Minimum of one meeting per year to discuss all pertinent activities relating to the company. Duty to establish controls to prevent money laundering activities, terrorism financing and other illicit activities, such as statutory auditors, commissions, representatives.
All pertinent rules governing the calling of meetings and procedures are governed by the Commercial Code unless explicitly stated otherwise by the law.
- Compliance. Must establish a strict compliance environment for their workers to follow and must inform them of all respective policies using training programs, awareness campaigns and mandatory courses, among others. Listed companies must comply with the provisions of the Money Laundering Rules.
- Reports. Regulated companies must present an annual report to the SUNAVAL which evaluates the mechanisms implemented inside the corporate structure of the entity. In addition, it must inform on the application of decisions taken by the Board of Directors and the Shareholders Meeting.
- Sanctions. If Administrative Order No. 001 is not abided by, companies can be sanctioned with the temporary or definitive suspension of execution of activities in the securities market of Venezuela. Additionally, they can be sanctioned according to other laws which require corporate compliance.
- Compliance Officer: All companies must appoint a compliance officer with decision-making capabilities to enforce policies against Organized Crime and Financing of Terrorism.