Business entities in Honduras in 2023

Since 2003, Healy Consultants provides our Clients with the best corporate structures for business in the Honduras. There are several ways of doing business in Honduras, the most common being the setting up of a limited liability company (SdeRL). Alternatively, entrepreneurs may establishing a public limited company (SA). Foreign legal entities may also set up a Branch Office or a Representative Office.

The Honduras limited liability company (SdeRL)

The Honduras SdeRL is the most preferred legal body used by entrepreneurs setting up businesses in Honduras. An SdeRL requires at least 1 director and 2 shareholders of any nationality and are not required to be resident in Honduras. The shareholders may be individuals or corporate bodies. An SdeRL requires a minimum share capital of US$250 to be incorporated.

The Honduras public limited company (SA)

The Honduras SA requires at least 2 shareholder who can either be individuals or legal entities to be incorporated. An SA must also appoint at least 1 director who can be of any nationality and must not be resident in Honduras. A SA requires a minimum share capital of US$1,250 to be incorporated;
The Honduras SA is required by law to appoint a statutory auditor.

The Honduras branch (sucursale)

The Honduran Commercial Code allows foreign legal entities looking to do business in Honduras to establish branch offices for their entities in Honduras. A minimum share capital of US$1,300 is required when incorporating a branch. This entity’s scope of operations in Honduras is defined and controlled by the parent company. The branch must appoint at least 1 Honduran permanent resident of any nationality to be the company’s representative in Honduras.

The Honduras representative office (oficina de representacion)

Foreign entities are allowed to establish representative offices in Honduras to act as a liaison with the parent company but are not considered legal entities and are not allowed to engage in any commercial activities in Honduras. A rep office must appoint at least 1 resident representative of any nationality. This entity is only allowed to conduct i) market research and ii) promotional activities of the parent company’s products and services.

Comparison table between Honduras business entities

	LLC	PLC	Branch office	Rep office
Also known as	SdeRL	SA	sucursale	oficina de representación
How long to set the company up?	6 weeks	7 weeks	10 weeks	8 weeks
How long to open company bank account?	4 weeks	4 weeks	4 weeks	4 weeks
Legal liability?	Limited	Limited	Unlimited	Unlimited
Wholly foreign owned?	Yes	Yes	Yes	Yes
Minimum share capital?	US$250	US$1,250	US$1,300	US$1
File annual tax return?	Yes	Yes	Yes	No
Tax registration certificate required?	Yes	Yes	Yes	No
Recommended corporate bank account?	HSBC Bank	Atlantida Bank	BAC	Davivienda Bank
Does our Client need to travel?	No	No	No	No
Resident director required?	No	No	No	No
Resident shareholder required?	No	No	No	No
Resident legal representative required?	No	No	Yes	Yes
Minimum directors allowed?	1	1	1	1
Minimum shareholders?	2	2	1	1
Tax identification code (TIN) needed?	Yes	Yes	Yes	No
Honduras resident company secretary required?	No	No	No	No
Corporate shareholders allowed?	Yes	Yes	Yes	Yes
Corporate director(s) allowed?	Yes	Yes	Yes	Yes
Honduras corporate tax rate?	25%	25%	25%	0%
Annual financial statements required?	Yes	Yes	Yes	No
Statutory audit required?	No	Yes	No	No
Regulated by?	Chamber of Commerce & Industry	Chamber of Commerce & Industry	Chamber of Commerce & Industry	Chamber of Commerce & Industry
Allowed to issue sales invoices?	Yes	Yes	Yes	No
Allowed to sign contracts?	Yes	Yes	Yes	No
Allowed to import and export goods?	Yes	Yes	Yes	No
Can rent an office space in Honduras?	Yes	Yes	Yes	Yes
Can buy Honduras property?	Yes	Yes	Yes	No
Can own equity in other Honduras companies?	Yes	Yes	Yes	No
Total Honduras business setup costs in Yr. 1	US$17,400	US$17,400	US$20,550	US$20,550
Subsequent annual costs (incl. accounting and tax fee)	US$6,300	US$6,300	US$6,300	US$6,300
Sample engagement invoice	View invoice PDF	View invoice PDF	View invoice PDF	View invoice PDF