How to Form a Company in Honduras (2026): 8 Steps

To form a company in Honduras in 2026, foreign founders usually set up a Sociedad Anónima de Capital Variable (S.A. de C.V.). Under the Código de Comercio it needs at least two shareholders, who can be individuals or companies, and a minimum capital of L25,000 (about USD 1,000), fully subscribed. Every S.A. also needs an administrator who acts as legal representative and a statutory supervisor (comisario). The steps are: choose the structure; appoint the administrator and the comisario; prepare and apostille your documents; sign the deed of incorporation before a Honduran notary; register the company at the Registro Mercantil and with the Chamber of Commerce; get the company’s RTN tax number from the SAR; obtain the municipal operating permit; and open a corporate bank account. Timelines depend on your documents, the registry, the municipality and the bank. Contact us for a quote.

Prefer to have it done for you? Talk to Easyco about company formation in Honduras.

Honduras uses the lempira (HNL), is a member of CAFTA-DR and the Central American Common Market, and has two main business centres: Tegucigalpa and San Pedro Sula. Foreign investors generally receive the same treatment as Honduran investors and can own 100% of a company (Ley para la Promoción y Protección de Inversiones, Decreto 51-2011). Some regulated sectors have their own rules.

How to form a company in Honduras: 8 steps

1. Choose the company type

• S.A. de C.V. (Sociedad Anónima de Capital Variable). We recommend it for foreign founders. At least two shareholders, who can be individuals or companies, and a minimum capital of L25,000, fully subscribed (Código de Comercio, art. 92, as amended by Decreto 255-2002). How much is paid in at incorporation depends on how the company is formed, and we confirm it with your quote. The “capital variable” form lets the company raise or lower capital within limits set in the deed.

• Sociedad de Responsabilidad Limitada (S. de R.L.). Up to 25 partners, a minimum capital of L5,000, and ownership divided into partes sociales rather than shares (arts. 69–71).

• Single-partner company. Since 2014, companies formed under the simplified regime of Decreto 284-2013 can have a single partner and no mandatory minimum capital. That regime isn’t available for regulated activities such as financial services. Ask us whether it fits your plans.

• Branch of a foreign company. An existing foreign company can operate through a branch. It needs authorization from the Secretaría de Desarrollo Económico (SDE), a permanent representative in Honduras and assigned capital no lower than a Honduran company would need (art. 308).

An individual can also trade as a comerciante individual, but there is no separate legal entity and the owner is personally liable.

2. Appoint the administrator and the comisario

An S.A. is managed by a sole administrator (administrador único) or a board (consejo de administración), as the bylaws decide. The administrator doesn’t need to be a shareholder and is usually the company’s legal representative.

Every S.A. must also appoint at least one comisario, a statutory supervisor who oversees the administration on behalf of the shareholders (art. 231). The comisario can be a shareholder or an outsider, but can’t be an employee of the company or a close relative of the administrators (art. 232).

The law doesn’t require shareholders to live in Honduras. However, the legal representative must have an RTN before the company can get its own and signs municipal and bank paperwork, so in practice the company needs a representative based in Honduras. Easyco can coordinate the legal representative and the comisario for you.

3. Prepare and legalize your documents

Each shareholder provides identification. Corporate shareholders also provide their certificate of incorporation and proof of who represents them. Documents issued abroad must be apostilled, the originals sent to Honduras, and anything not in Spanish needs a certified translation. We coordinate the translations. In many cases shareholders can act through a power of attorney, and we confirm the right route for you.

The company needs a domicile in Honduras, and a physical registered address is required.

4. Sign the deed of incorporation before a Honduran notary

A Honduran notary executes the deed of incorporation (escritura de constitución). It sets out the shareholders, company type, name, purpose, duration, capital, domicile, administration and how profits are shared (art. 14), and it usually names the first administrator and comisario. The name must be different from any existing company and be followed by “S.A.” (or “S.A. de C.V.”), and the Registro Mercantil checks it.

5. Register at the Registro Mercantil and with the Chamber of Commerce

The deed is registered at the Registro Mercantil. In Tegucigalpa, this is the Registro Mercantil de Francisco Morazán, operated by the Cámara de Comercio e Industria de Tegucigalpa (CCIT). The registry fee is L200 for the first L1,000 of capital plus L1.50 for each additional L1,000.

Every company must also register with the Chamber of Commerce of its domicile (art. 384). Municipalities won’t issue an operating permit until this is done.

6. Get the company’s RTN from the SAR

The company registers in the Registro Tributario Nacional (RTN) with the Servicio de Administración de Rentas (SAR), the Honduran tax authority, using form SAR-410-PJ. The legal representative must already have an RTN, and documents for foreign corporate shareholders must be apostilled and translated. Before issuing invoices, the company must also be authorized under the SAR’s invoicing regime (Régimen de Facturación).

7. Get the municipal operating permit (and register as an employer)

Every business needs a permiso de operación from the municipality where it operates. In Tegucigalpa it is issued by the Alcaldía Municipal del Distrito Central and can also be filed at the CCIT. The municipality asks for the company’s RTN, its Chamber registration, the legal representative’s municipal clearance (solvencia municipal) and proof of the premises, and may ask for more depending on the activity. The company’s legal books are also authorized by the municipality (art. 433).

If you hire staff, register as an employer with the IHSS (social security), the RAP housing fund and INFOP (vocational training).

8. Open a corporate bank account

Honduran banks apply full KYC to companies with foreign shareholders. They will usually ask for the registered deed, the RTN, and identification for the legal representative and the beneficial owners. Easyco helps you prepare the file and coordinates the account opening.

After incorporation: what to file and when

• Every month: sales tax (ISV) return and payment within the first 10 days of the following month. Plan to file from the first month, even before sales begin.
• Every quarter: income tax advance payments (pagos a cuenta).
• By 30 April: the annual return for income tax, net assets tax and the solidarity contribution, covering the previous calendar year.
• Every year: an ordinary shareholders’ meeting to approve the financial statements, the municipal sworn declaration for the industry, commerce and services tax, and renewal of the operating permit as your municipality requires.
• Chamber of Commerce: renew the registration when due. According to the SDE investor guide, chamber registrations are renewed in years ending in 0 and 5.
• Records: once capital exceeds L40,000, a qualified accountant (perito mercantil or contador) must keep the books (art. 432). Keep books and supporting documents for five years (art. 448).

Taxes at a glance

• Corporate income tax: 25% of net taxable income.
• Solidarity contribution (aportación solidaria): an extra 5% on net taxable income above L1,000,000.
• Net assets tax (activo neto): 1% of net assets above L3,000,000, payable only when it exceeds the income tax due. Companies in their pre-operational period are exempt.
• Sales tax (ISV): 15% general rate, and 18% on beer, alcoholic beverages, cigarettes and air tickets. Exports are taxed at 0%.
• Municipal tax: an industry, commerce and services tax on annual gross income, at rates set by scale.

How long does it take?

It depends on how long it takes to gather apostilled documents, and then on the notary, the Registro Mercantil, the SAR, the municipality and bank onboarding. We give you a schedule with your quote.

FAQ

Can a foreigner own 100% of a Honduran company?

Generally yes. Honduran investment law gives foreign investors national treatment, though some regulated sectors have their own limits. An S.A. de C.V. still needs at least two shareholders, which can be you and a company you own.

What is the minimum capital?

L25,000 (about USD 1,000) for an S.A., fully subscribed, and L5,000 for an S. de R.L.

Do I need a comisario?

Yes. Every Honduran S.A. must appoint at least one comisario to oversee the administration. Easyco can coordinate this.

Does the legal representative need to live in Honduras?

The Código de Comercio doesn’t say so for a Honduran company. In practice, the SAR, the municipality and banks deal with a representative based in Honduras. A foreign company’s branch must have a permanent representative in the country.

How much does it cost?

It depends on the structure and the services you need. Contact us for a quote.

Expanding elsewhere in Central America? See how to incorporate a company in El Salvador.

Start your company in Honduras with Easyco. We coordinate the notary, Registro Mercantil and Chamber registration, the RTN, the comisario, the municipal permit and the bank account, and we can stay on for monthly tax filings and payroll.