How to Open a Business in Honduras

Most Common Types of Legal Structures in Honduras

When incorporating a business in Honduras as a foreign investor, choosing the correct legal entity is essential for tax efficiency and liability protection. The two most widely used corporate structures are:

Limited Liability Company (Sociedad de Responsabilidad Limitada - S. de R.L.)

• Best For: Small to medium-sized enterprises (SMEs) or closely held businesses.
• Shareholders: Minimum of 2, maximum of 100 partners.
• Liability: Limited strictly to each partner's capital contribution.
• Capital Flexibility: Offers a simplified management structure and lower statutory maintenance burdens compared to a corporation.

Stock Corporation (Sociedad Anónima - S.A.)

• Best For: Large-scale operations, institutional investments, or companies intending to raise public capital.
• Shareholders: Minimum of 2 shareholders, with no statutory maximum.
• Liability: Capital is divided into shares, and shareholder liability is capped at the value of their shares.
• Governance: Requires a formal Board of Directors or a Sole Administrator, alongside an appointed statutory auditor (Comisario).

Key Requirements for Foreign Investors

To initiate the incorporation process remotely or locally, foreign founders must provide specific documentation:

• Identification: Valid passport copies of all shareholders/partners.
• Power of Attorney (POA): If the founders are not physically present in Honduras, a specialized POA must be granted to a local attorney, signed, and Apostilled (or legalized via a Honduran consulate if the home country is not part of the Hague Apostille Convention).
• Corporate Documents (For Foreign Entities): If a foreign corporation is acting as a shareholder, it must provide its Certificate of Good Standing, Articles of Incorporation, and the board resolution authorizing the Honduran investment—all fully apostilled and translated into Spanish by an official translator.
• Local Legal Representative: Every Honduran company must appoint a resident legal representative authorized to handle administrative, legal, and tax filings before government bodies.

The Step-by-Step Registration Process

Setting up a corporation or limited liability company involves navigating several distinct administrative levels:

Step 1: Corporate Name Clearance and Search

Before drafting legal documents, your legal counsel must check the availability of the proposed corporate name within the Honduran Mercantile Registry (Registro Mercantil). The name must be completely unique and include its corresponding legal suffix (e.g., S.A. or S. de R.L.).

Step 2: Drafting and Executing the Incorporation Deed

A Honduran Notary Public must draft the Public Deed of Incorporation (Escritura Pública). This foundational document dictates the company’s corporate purpose, capital structure, governance rules, and bylaws. The local legal representative or attorney-in-fact will sign this deed before the notary.

Step 3: Registration with the Mercantile Registry

Once executed, the Public Deed must be formally registered with the Mercantile Registry at the Chamber of Commerce and Industry (Cámara de Comercio e Industrias) corresponding to the company's domicile (e.g., Tegucigalpa or San Pedro Sula). This step grants the company its official legal personality.

Step 4: Obtaining the National Tax Registry Number (RTN)

With the registered deed in hand, the company must apply for its National Tax Registry Number (RTN - Registro Tributario Nacional) before the Revenue Administration Service (SAR - Servicio de Administración de Rentas). The RTN is essential for any financial, customs, or commercial transactions.

Step 5: Acquiring the Municipal Operating Permit

To conduct physical operations, a company must obtain an Operating Permit (Permiso de Operación) from the local municipality (Alcaldía). This process involves paying municipal taxes based on initial capital and complying with zoning, environmental, and safety regulations.

Step 6: Opening a Local Corporate Bank Account

To formalize capitalization and process local business expenses, the company must set up a corporate account at a commercial bank in Honduras. Compliance mandates will require the company's registered deed, RTN, municipal permit, and official identification from the legal representative.

Step 7: Final Labor and Social Registrations

If the business plans to hire staff, it must register as an employer with the following entities:

• IHSS: The Honduran Social Security Institute (Instituto Hondureño de Seguridad Social).
• INFOP: The National Vocational Training Institute (Instituto Nacional de Formación Profesional).
• Ministry of Labor: Registration of employment contracts for regulatory compliance.

Post-Incorporation Compliance Checklist