Pay the initial capital and obtain the certificate of the deposit at a local bank
Agency: Bank
The article 5 of the Decree No. 284 – 2013 removes the minimum capital required to constitute a company. However, the majority of notaries and the Mercantile Registry typically require at least 5,000 lempiras of startup capital in practice. The entrepreneurs need to pay the initial capital in a local bank and obtain the certificate of the deposit.
Time and cost: 1 day, L. 150
Establish the company before a notary public, who will draw up the articles of incorporation
Agency: Notary
A company may be set up by public subscription or simultaneous foundation. The procedures described here are for simultaneous foundation (fundación simultánea).
The constitution instrument should be written on stamped paper (papel sellado). The notary uses this paper for the protocol (the original signed document in the notary’s custody) and for the first copy (testimonio) of the instrument of organization.
The cost to register depends on the company’s share capital:
The new fees schedule is the following according to the value of share capital:
- Until L. 100,000, it will apply the 5% of the share capital;
- From L. 100,001 to L. 500,000, it will apply the 3%;
- From L. 500,001 to L. 5,000,000, it will apply the 2%;
- More than L. 5,000,001, it will apply the 1%.
Since 2014, the Decree 284-2013 introduces the possibility to constitute the company without the participation of the notary. Through the online system “Mi empresa en linea’, the company can be constituted by a private corporate contract (contrato societario). This form can be file directly at the Chamber of Commerce with a reduced cost of L.525. Nevertheless, the majority of entrepreneurs still visit the notary office to constitute the company.
Time and cost: 2 days, notary fees of 2% for companies with share capital from L. 500,000 to L. 1,000,000
File the articles of incorporation with the Mercantile Registry at the Chamber of Commerce
Agency: Mercantil Registry at the Chamber of Commerce
It is necessary to register the Public Deed with the Mercantile Registry at the Chamber of Commerce.
Time and cost: 2 days, L. 200 for the first L.1,000 of capital + L.1.5 per L.1,000 of capital or fraction thereof.
Apply for the tax identification code (Registro Tributario Nacional, RTN)
Agency: Revenues Administration Service (Servicio de Administración de Rentas, SAR)
All natural or legal persons must apply for a tax identification code (Registro Tributario Nacional, RTN) at the at the Ministry of Finance’s Revenues Administration Service (Servicio de Administración de Rentas, SAR).
To obtain the RTN of a company, the entrepreneur needs to present the IDs of the partners and a copy of each, the personal RTN of each of the partners plus the copy and a copy of the public deed. In addition, the RTN is requested by the 410B form.
Time and cost: 1 day, no charge
Register with local and national Chambers of Commerce
Agency: Chamber of Commerce
The company needs to register with the local and national chambers of commerce.
The cost to register depends on the company’s share capital:
- Share capital from L. 1 to L. 200,000: L. 590
- Share capital from L. 200,001 to L. 400,000: L. 850
- Share capital from L. 400,001 to L. 700,000: L. 1,850
- Share capital L. 700,001 and above: L. 3,000
Time and cost: 1 day, L. 1,850
Apply for a zoning certificate (constancia de compatibilidad) at the Municipal Authority
Agency: Municipality – Gerencia de control de la construccion
The zoning certificate (constancia de compatibilidad) is a requirement for apply to the operational permit. This certificate verifies the place where the new company will be located. It has to be in an allowed area to create a company. The entrepreneur needs to apply at the Municipality (Citizen services counter) and they will transfer the documents to the counter of construction management. The required documents are the following:
- Identification of the economic activity of the company;
- ID copy of the legal representative;
- Copy of the RTN of the company and the legal representative;
- Power of attorney;
- Sketch of the property;
- And proof of the municipal solvency (impuesto de bienes inmuebles).
Once submitted all the documents, an inspection board will visit the business premises in order to verify the area where the company is established.
Time and cost: 30 days, L. 200
Apply for an operational permit (Permiso de Operación) at the Municipality
Agency: Municipality – Gerencia atencion al ciudadano
To obtain the operational permit, some or all of the following documents must be filed, depending on the type of industrial or commercial activity:
- Personal identity card and municipality tax solvency of the general manager (copies);
- Zoning certificate (previous procedure);
- Tax identification code (RTN) (copy);
- Cadastral code (clave cadastral) corresponding to the corporation’s place of business;
- Constitution instrument (escritura de constitución de la compañía) (copy);
- Zoning constancy;
- Tenancy agreement and constancy of income tax solvency corresponding to the owner of the premises in which the company will do business;
- Environmental impact statement;
- Cadastral inspection of the premises in which the corporation will do business.
Once obtained the operating license, the company is required to pay annually (every January) the following taxes to the Municipality, which vary based on the company’s expected income: nomenclature tax, zoning tax, inspection tax, code tax, environmental tax, and taxes for firefighting and waste management services (paid annually to the municipality).
For these taxes, the entrepreneur needs to file at the Municipality a forecast of the expective sales and income that the company will obtain during the upcoming year.
Time and cost: 1 day, L. 150 for the certificate + L. 1,100 according to sales expectations
Register for Sales tax
Agency: Revenues Administration Service (Servicio de Administración de Rentas, SAR)
According to the Tax Code (Código Tributario), the company is obliged to record the constitution instrument and the operation permit before the Minister of Finance’s Revenues Administration Service (Servicio de Administración de Rentas, SAR), in order to pay sales tax on the sale of goods or services.
Time and cost: 2 days, no charge
Register at Social Security Institute (Instituto Hondureño de Seguridad Social, IHSS)
Agency: Social Security Institute
The Social Security Institute (Instituto Hondureño de Seguridad Social, IHSS) is the national social security hospital and outpatient care institution for workers and their dependents. The company is obliged to contribute 5% of each employee’s salary for illness and maternity (enfermedad y maternidad, EM), plus 2% for disability, old age, and death (invalidez, vejez y muerte, IVM)—a total of 7% up to a maximum of L.7,000.
Time and cost: 3 days (simultaneous with previous procedure), no charge
Register at the Professional Training Institute (Instituto Nacional de Formación Profesional, INFOP)
Agency: Hand Labor Training Institute
Employers are obliged to contribute 1% of the company’s total payroll to the Professional Training Institute (Instituto Nacional de Formación Profesional, INFOP).
Time and cost: 1 day (simultaneous with previous procedure), no charge
Register at Social Housing Fund (Régimen de Aportación, RAP, del Fondo Social de la Vivienda, FOSOVI)
Agency: Social Housing Fund (FOSOVI)
If the company has more than 10 employees, it is obliged to contribute 1.5% of each employee’s salary to the Social Fund for Housing (Régimen de Aportación, RAP, and Fondo Social de la Vivienda, FOSOVI).
Time and cost: 1 day (simultaneous with previous procedure), no charge
