Options for registering companies in Honduras
Honduras is a Central American jurisdiction with a commercial-law framework based on the Código de Comercio. Its corporate framework supports locally incorporated companies, approved free-zone businesses and foreign companies registered to operate locally.
Commercial entities are registered through the Registro Mercantil, while tax administration is handled by the Servicio de Administración de Rentas (SAR). The Código de Comercio governs companies and foreign-company operations, while tax and exemption treatment is administered through SAR and SEFIN.
The available entity types vary in legal status, tax treatment, capital thresholds and governance structure, shaping how foreign businesses operate and manage risk locally.
Honduras offers international investors the following legal structures for establishing a local presence:
Limited liability company (Sociedad de responsabilidad limitada, S. de R.L.)
A limited liability company is a Honduran commercial company whose members are generally liable only for their agreed capital contributions.
- A Sociedad de Responsabilidad Limitada is a commercial company governed by the Código de Comercio. Unlike a branch, members are generally liable only up to their contributions.
- This structure is commonly used for private trading, service and operating businesses in Honduras. The Código de Comercio limits membership to no more than 25 partners.
- The Código de Comercio states that S. de R.L. capital cannot be below HNL 5,000. Capital must be divided into parts of HNL 100 or multiples of HNL 100.
- An S. de R.L. is managed by one or more administrators under the Código de Comercio.
- SAR states that legal persons pay 25% on total net taxable income. Filing and payment obligations are administered through the Servicio de Administración de Rentas.
- The company must be registered with the Registro Mercantil and relevant tax authorities. Statutory, accounting and tax records must be maintained under Honduran law.
- In contrast to a branch, an S. de R.L. creates a local company with limited liability for members. Regulated activities require separate approval from the competent authority.
Free zone company
A free zone company is a business operating under an approved Honduran free-zone or exemption regime, subject to qualifying conditions and regulatory control.
- A free zone company operates under an approved exemption framework rather than a standalone company type. Compared to an S. de R.L., its tax position depends on regime approval.
- This structure is commonly used for approved export, manufacturing, logistics or qualifying activities. SEFIN materials reference Zona Libre exemption procedures and requirements.
- Tax exemptions apply where the company qualifies under the authorised free-zone framework. SEFIN materials reference income tax, net asset and solidarity-contribution exemptions.
- Free-zone beneficiaries must comply with exemption procedures, solvency requirements and supporting filings. Benefits remain conditional on maintaining the approved status.
- Unlike an ordinary S. de R.L., a free zone company cannot rely on incentives outside the authorised regime. Activities beyond the approval are not covered by the exemption.
Branch office
A branch office is the Honduran registration of a foreign company for local operations and remains connected to the overseas legal entity.
- A branch office is a local registration of a foreign company in Honduras. Unlike an S. de R.L., it does not operate as a separately incorporated Honduran company.
- This structure is commonly used by foreign companies for direct commercial operations in Honduras. Registro Mercantil materials cover the incorporation of foreign companies.
- Registro Mercantil guidance states foreign-company registration documents must be submitted.
- Registro Mercantil guidance requires a resident and permanent legal representative for a foreign company. This supports local representation for branch operations.
- SAR states that legal persons pay 25% on net taxable income.
- A branch must register with the Registro Mercantil and comply with tax registration requirements. It remains subject to Honduran commercial, fiscal and administrative rules.
- In contrast to an S. de R.L., a branch does not provide a separate local liability shield. The foreign company remains exposed to obligations arising from local operations.
Comparison of the common types of companies in Honduras
Information verified against the Código de Comercio de Honduras, SEFIN Exoneraciones y Franquicias PAMEH, SEFIN fiscal-exemption requirements and Registro Mercantil guidance published by CCIT.
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