Business
Commercial Code companies with a one-stop registry
The Código de Comercio of 1950 governs company forms, with the sociedad anónima and the sociedad de responsabilidad limitada in general use. Registration runs through the Cámaras de Comercio, which operate the mercantile registry by delegation.
Key rules
- A sociedad anónima requires at least two shareholders and minimum capital of HNL 25,000, fully subscribed with 25% paid.
- Incorporation is by escritura pública registered in the Registro Mercantil of the relevant chamber of commerce.
- An operating permiso de operación is issued by the municipality where the business is located.
- Foreign investment receives national treatment under the Ley de Inversiones, with 100% ownership generally permitted.
- The ZEDE special-zone regime was repealed in 2022, though transitional and treaty claims continue.
Governing law
- Código de Comercio (Decreto 73-50)Company forms and commercial acts.
- Ley para la Promoción y Protección de Inversiones (Decreto 51-2011)Investor guarantees.
- Decreto 32-2022Repeal of the ZEDE framework.
In practice
An RTN tax number from the SAR is required alongside registration. Chamber-operated registries vary in speed between Tegucigalpa and San Pedro Sula. Confirm municipal permit requirements early, as they differ materially by municipality.