• "Relevant aspects for the incorporation of Companies in Honduras"
  • July 30, 2012
  • Law Firm: CENTRAL LAW Honduras- Medina Rosenthal Asociados - San Pedro Sula Office
  • Relevant aspects for the incorporation of Companies in Honduras (*)

    Honduras has created a new legal framework to attract and protect investments and aiming that it will make administrative diligences more expedite as per example the incorporation of companies either national or foreign.

    In CENTRAL LAW Honduras - Medina, Rosenthal & Asociados we advise our domestic and foreign clients about:  a) information that must be included in the Public Deed to be enforceable; b) draft of the necessary documents;  c) filing and follow up of the Public Deed of incorporation and other required documents before the Registry of Commerce; d) procurement of the National Tax Registry ( in Spanish, Registro Tributario Nacional -R.T.N.) before the Executive Income Office (in Spanish, DEI); d) registration of the company in the respective Chamber of Industry and Commerce; and e) necessary documents in case the company participates in a contest or bid regarding the Procurement with the State Law and/or Public Private Partnership Law.

    It is important to know that the minimum capital for the incorporation of a company is of Lempiras 25,000.00 (almost US$1,315.00).  If the capital increases the registry fees and costs will increase accordingly.

    According to the Honduran Commerce Code the subscribed capital must be certified by a Notary Public at the moment of executing the Public Deed. For that purpose, our firm procures a non-account bank certificate on behalf of the company.

    The estimated timeframe for getting the company incorporated and fully operating is 10 to 12 business days.

    A)   Incorporation of a local company:

    In our firm we have divided in two stages the diligence for the incorporation of a local company.

    First stage- Information required:

    1. Name and type of company
    2. Complete Name
    of each shareholder and general details
    3. Company´s purpose
    4. Initial Capital (Minimum Lempiras 25,000.00)
    5. Address of the company
    6. Management
    (Management Council or Single Manager).
    7. Commissary (company´s monitoring body)

    In a second stage we will procure the Municipal Operation´s License and then the Accounting and Legal Books authorization.

    B)   Foreign company:

    According to the new Law for the Promotion and Protection of Investments (2011), foreign companies incorporated abroad may operate in Honduras by crediting the following documents, duly legalized (or with Apostille) and translated to Spanish:

    1. Document that attests the existence of the company in the Country of origin (certificate of registry and articles of incorporation).

    2. Board of Director´s resolution stating that the company has agreed to incorporate the company in Honduras and appointing a permanent resident as a legal representative in Honduras.

    3. Authorize a permanent resident representative in Honduras with broad powers to perform all legal acts and transactions that should be concluded and take effect in Honduras, Through a Power of Attorney duly legalized.

    All the documents are filed before the Registry of Commerce and this entity is in charge of registering the company without the issuance of any resolution or authorization.  The Registry of Commerce will not register a company which bylaws are against Honduran Law.-


    (*) J. Humberto Medina Alva

    CENTRAL LAW Honduras

    Medina, Rosenthal & Asociados