A corporation is known as Sociedad Anónima (S.A) in Guatemala. Participation in a company is based on shares, with the number of shares a shareholder owns limiting their responsibility. The total liability of a company is likewise restricted to the assets it owns. A public deed must be signed and recorded at the Commercial Registry and the Superintendency of Tax Administration to create a company in the country.
Features of a corporation in Guatemala
Some of a corporation’s distinguishing features are:
- High degrees of confidentiality for meetings and shareholders
- Choosing a legal counsel in the nation is necessary (local or foreign, with a Guatemalan Tax ID)
- Cash contributions are acceptable for capital creation.
- The term corporation, which may be shortened to “S.A.,” must be included in the corporate name.
- Shareholders may be people or corporations, domestic or foreign.
- During the time of organization, there must be a minimum of two shareholders.
- No restriction on the number of partners.
The steps involved in registering a company
The following are the steps involved in registering a corporation:
Make a legal proxy available
If your shareholders are not in Guatemala, your legal representative will need a Power of Attorney to complete the procedure there. The appropriate person must sign this Power of Attorney. Also, keep in mind that extra documents will be needed for stockholders who are foreign nationals. All foreign papers must be appropriately legalized and apostille-ed (if necessary), and physical copies of these documents must be provided to Guatemala. Finally, keep in mind that documents written in languages other than Spanish will need to be translated before they can be accepted by the local authorities.
Select the company’s name
It’s crucial to keep in mind that a company’s name ought to accurately describe both its operations and its intended market. Additionally, you should choose at least three alternative names in case one of them is taken or sounds too much like the names of other businesses.
Create and notarize your company’s Articles of incorporation
Once you’ve decided on a name for your business, it’s necessary to draft the Guatemalan company’s Articles of Incorporation. All relevant information regarding the company, its legal representation, it is funding, etc., must be included in this document. The following details must be included in the articles of incorporation:
- Name of the business
- Details about the legal representative
- Information about share capital
- Registration office location
- Organizational framework
- Detail strategy for extinction and liquidation
To ensure that the information is accurate and prepared to be presented to a Public Notary, it is advised that the Articles of Incorporation be examined by a local attorney.
Pay the incorporation fees at the Banrural
The Mercantile Registry must receive the notarized Articles of Incorporation before the firm may be incorporated. The incorporation fees must be paid at the Banrural (Banco de Desarrollo Rural de Guatemala) before submitting the notarized Articles of Incorporation.
Submit the registration form and documents to the mercantile registry
The Guatemalan government’s institution in charge of policing all business activity there is called the Mercantile Registry. They are in charge of starting new businesses. You must provide a file containing the necessary paperwork for registering the firm at their offices. The following collection of papers is what the Mercantile Registry needs to start the process of incorporating your business in Guatemala:
- Form of Application
- Payment of the incorporation fees received
- Documents of incorporation
- Information about powers of attorney and legal representatives
- Address for Registered Office
- A copy of the shareholders, partners, or members’ identities
The Mercantile Registry will provide the firm with an identity number, known as a Commercial Patent or “Patente de Comercio” if all the paperwork is accurate and the company has been registered. The corporation needs this document to do business in Guatemala.
Get an RTU or tax identification number
A request for a tax identification number, known in Spanish as a Registro Tributario Nico (RTU), may be made to the Superintendencia de Administración Tributaria (SAT) after the business has been properly registered at the Mercantile Registry. The corporation will now be able to do business in Guatemala after completing this last stage of the registration procedure.
Create a business account in Guatemala
Companies must register a corporate bank account to begin a business. Depending on the agreement and objectives of the organization, each bank provides a variety of accounts with several perks. The bank must provide reasonable pricing plans for cross-border transactions. These are a few of the papers required by Guatemalan banks to create a business account.
- Power of attorney for the legal representative
- Articles of incorporation
- Commercial patent
- Utility bill
