When starting a firm, the Sociedad de Responsabilidad Limitada (S.R.L.) in Honduras is the most popular option. This kind of company needs at least one director and two shareholders, who may be from any country and do not have to be Honduran residents. Social partners’ responsibility is limited by S.R.L. to the amount of their capital contribution. The shares are not securities and cannot be freely transferred under law. Share transfers need the unanimous consent of all equity holders. According to the capital stock, there is a preferred right to subscribe to fresh capital. One or more managers have the power granted by the equity investors to run the Honduras S.R.L. It does not call for a board of directors, but it does mandate statutory auditor oversight.
Process for forming a company in Honduras
The following are the steps:
Pick a business name
You must choose a name for your business that is distinct and not being used by another organization in Honduras. On the website of the Honduras National Business Registry, a search may be done to see whether a business name is available.
Make the articles of incorporation
The goal, organization, and administration of the firm are described in the articles of association, sometimes referred to as the “Acta constitutiva.” The document has to be signed by the company’s founders and notarized by a public notary.
Register with the national business registry
Once the articles of organization are ready, you must register the business with the National Business Registry by submitting the articles of association together with other necessary papers, such as verification of the founders’ identities and evidence that the necessary costs have been paid.
Get your tax identification number
After the business is registered, you must get a tax identification number (also known as an “NIT” in Honduras) from the Honduran Tax Administration (SAT). To do business in Honduras and for tax reasons, you must have this number.
Apply for an operating permit and the required zoning certificate
A zoning certificate and an operating permit must both be acquired as part of the Honduran company establishment procedure. The operating permit will show the company’s license to carry out certain operations, while the zoning certificate will specify where the business activities will take place and affirm that it is permitted to do so there.
Enrol in social security
To abide by local social security regulations and provide benefits to your staff, you must also register your business with the Honduran Social Security Institute (IHSS).
Obtain all essential authorizations or permissions
You could need extra licenses or licenses to lawfully do business in Honduras, depending on the sort of company you’re running.
Honduras’s taxation of LLCs
The sales tax will be charged at a rate of 15%. Any income derived from employment, capital, or a combination of the two is subject to the territorial income principle and the Income Tax (ISR). The rate for a legal entity is 25%. Natural or legal persons who earned more than one billion lempiras in the previous fiscal year must pay 1% of that amount. When applying the rates in Article 22 of the Income Tax Law (“Ley Impuesto Sobre la Renta”) results in a tax amount less than 1% of the declared gross income. For other industries, the rate will be lowered to 0.5 percent. “Impuesto al Activo Neto o Impuesto Cedular anual” (Spanish for “Net Asset Tax or Annual Cedular Tax”) is a tax levied on the total net assets of legal entities with Honduran domiciles. The tax is applied at a rate of 1% on the taxable base, which is the difference between the value of the assets listed on the taxpayer’s balance sheet and the deductions allowed by law.
