INERTIA Investments takes Espresso Americano to Madrid, Spain via international private placement

INERTIA Investments takes Espresso Americano to Madrid, Spain via international private placement

Espresso Americano is the biggest coffeehouse chain in Honduras, with a presence in various Central American countries.

Madrid, Spain. INERTIA Investments led the structuring of an international private placement to bring Espresso Americano, the renowned Honduran coffee chain, to the Iberian Peninsula. On March 10th, Espresso Americano opened its first European location at Calle de Preciados, 33 in the Spanish city of Madrid.

“We dreamed it and we did it,” says Elías El-Hayek about the recent opening in Spain. El-Hayek, the Managing Partner and CEO of INERTIA Investments in Spain, is a Honduran professional with more than 20 years of experience leading multinational business operations in Central America and Africa.

International financing

The internationalization of an iconic Honduran brand such as Espresso Americano to European markets was made possible through an international private placement in which investors from Central America, Spain, and the United States participated. The legal and financial structuring of the project, organized by INERTIA Investments, generated confidence, transparency, and high expectations, encouraging investors to take part in a unique opportunity to expand one of the most successful brands in Central America. INERTIA Investments was also directly in charge of raising the capital.

“Through properly structured private placements it is possible to generate trust in investors and start new companies, expand operations or access international markets while reducing or mitigating the need of resorting to financial debt”, said Jorge Constantino Colindres, the Founding Partner of INERTIA and corporate governance advisor.

Espresso Americano: The Passion for Coffee

Espresso Americano opened its first store in 1994 in the city of Tegucigalpa and in 28 years has become the largest and most successful Honduran coffee chain in the country, with more than 300 stores open to the public.

INERTIA is a multidisciplinary professional services firm based in San Pedro Sula, Honduras, and Madrid, Spain that specializes in investment structuring, legal services, foreign direct investment, asset protection, and investment advisory in digital assets.

Banking Secrecy Laws: Honduras Strengthens Financial Privacy for Users (2021)

The Honduran Congress recently amended its Penal Code, Criminal Procedure Code, and its Special Law Against Money Laundering to strengthen the financial privacy and due process rights of financial users by requiring judicial authorization for public authorities to access a person’s financial records.

The amendments, enacted during the first week of October 2021, enable the Public Ministry (Prosecutor’s Office) and the Financial Intelligence Unit (FIU) to require financial entities to provide them with the financial records of users, only by obtaining a previous court order. Further, the amendments state that the financial users’ right to Banking Secrecy can only be suspended after a judicial warrant has been secured and the exclusive purpose of investigating crimes related to money laundering, financing of terrorism, and civil asset forfeiture cases.


The Honduran Constitution recognizes the right to privacy in articles 76 and 100, as do articles 21 of the Universal Declaration of Human Rights, 17 of the International Covenant on Civil and Political Rights, 11.2 of the American Convention on Human Rights, and 10 of the American Declaration of the Rights and Duties of Man. Specifically, the Commercial Code of Honduras (1950) recognizes the right to bank secrecy in article 956 by stating:

The institutions will not be able to give news of the deposits and other operations except to the depositor, debtor or beneficiary, to their legal representatives or to whoever has the power to dispose of the account or to intervene in the operation; except when requested by the judicial authority by virtue of an order issued in a trial in which the depositor is a party, and the banking authorities for tax purposes. The officers of the credit institutions will be liable under the terms of the law for the violation of the secrecy established and the institutions will be obliged, in case of disclosure of secrecy, to repair the damages caused“.

The Commercial Code followed constitutional and international human rights law standards for due process, according to which a human right such as privacy can only be invaded under strict necessity, as authorized by law and in a proportional manner, as qualified by a competent judge through the issuance of a judicial warrant.

However, in the context of the Global War on Drugs and Terror, the Republic of Honduras was pressured to adopt constitutionally dubious invasions into the human right to financial privacy. In 2010 and 2014, Honduras enacted the Law Against the Financing of Terrorism (Decree No. 241-2010) and the Special Law Against Money Laundering (Decree No. 144-2014), respectively, both of which stated that:

“For purposes of the application of this Law, and always safeguarding the fundamental rights of the individual, the professional banking or tax the professional, banking or tax secrecy may not be invoked”.

Article 47 of Decree 144-2014 and article 53 of Decree 241-2010

These laws left financial users without any sort of privacy, as the FIU or any prosecutor could access a person’s financial records by requesting it in writing to the financial institution that held them. However, recent amendments have made Honduras one of the countries with the highest protection for banking secrecy and financial privacy.

Recent Amendments

After the amendments made in late 2021, the review of the financial records of a natural or corporate person for criminal investigations or judicial procedures can only be performed by obtaining a judicial warrant. The judge will receive the request from the prosecutor and will issue a resolution within 15 days, which will then be sent to the FIU for it to obtain the information and provide it to the court. Financial institutions are obligated to provide the requested financial information only if the request is accompanied by a warrant signed by a competent judge.

The Criminal Procedure Code was also interpreted by Congress to more clearly state that financial institutions can only provide financial information to an authority if a judicial warrant is accompanied in the request.

Interpretation of Article 274, third paragraph of the CRIMINAL PROCEDURAL CODE contained in Decree No.9-99-E, dated December 19, 1999 and its amendments, in the sense that when said paragraph states that “The officials of the institutions that are part of the of the National Financial System, must provide the corresponding authority with the information that has been requested, prior judicial order”, means that the officials of the institutions that are part of the National Financial System may only provide financial information to authorities or private persons other than the owner, if there is a a court order expressly ordering it.

Legislative Decree No. 93-2021

Promotion of Tourism Law

The Law for the Promotion of Tourism replaced the traditional ZOLITUR Law which had provided ample tax benefits to tourism projects for over a decade. This special regime is specifically targeted at tourism projects and is granted and administered by the Honduran Institute of Tourism (IHT).


Up to 15 years of tax benefits.


Services and infrastructure associated with the tourism industry, such as Hotels, Condos, Time-Shares, Tourism Complexes, Convention Centers, Cruise Ports, Transport Terminals, Recreational Offers (aquariums, golf camps, theme parks, canopy tours, diving centers, rafting, trekking, extreme sports, etc.), special developments in protected areas, films, sports events, receptive tourism operators, transport services, leasing of vehicles, real estate projects with tourism focus, among others. To validate if the proposed project may obtain the benefits offered by this tax regime, specialized counsel is required. The list of beneficiaries is broad and more could be included.

Benefits: The Law for the Promotion of Tourism offers the following benefits:

  • Exemption on Income Tax, Solidarity Tax, and Net Asset Tax. This special regime provides tourism projects with a 15-year exemption on the regular 25% Income Tax, the 5% Solidarity Tax, and the 1% Net Asset Tax.
  • Exemption on Dividends Tax, Interests Tax, and Capital Gains Tax. The regime also offers a 15-year exemption on the 10% dividend tax (with regards to dividends received by the company from investments in other companies, not regarding the dividends it pays to its shareholders), the 10% interest tax, and the 10% capital gains tax.
  • Exemption from Withholding Taxes. For a 5-year period, beneficiaries of this regime can make payments to non-domiciled service providers without applying the 25% withholding tax on their payments.
  • Sales Tax Exemption. Tourism projects under this regime will enjoy a 10-year tax exemption on the 15% sales tax applied on the sale of goods and services. A benefitted company may import and make local purchases without having to pay the sales tax if such acquisitions are related to tourism investments.
  • Import Tax Exemption. The special regime provides benefitted companies with a 10-year exemption on import taxes, tariffs, rates, surcharges, and duties, including the Selective Consumption Tax.
  • Special Tourism Residency. Any person investing US$200,000.00 or more in a tourism project, or in shares of a company operating in the tourism industry, is eligible for a residency or a work visa in Honduras.  

The regime’s beneficiaries are still subject to municipal taxes and fees, tax on dividends distributed to its shareholders (10%), as well as special taxes such as the land transfer tax (1.5%). Beneficiaries are still required to charge their customers the 15% and 18% sales tax, plus the 4% tourism services fee. Beneficiaries are still subject to supervision from the National Commission of Banks and Insurances (CNBS) under the Regulation of Non-Financial Designated Activities and Professions (APNFDs), which requires 24 economic sectors, including hotels, rentals, real estate, leasing, transport, among other tourism-related activities, to establish very strict Anti-Money Laundering and Financing of Terrorism (AMLFT) compliance programs.


The procedure involves the qualification of the tourism project by the Honduran Tourism Institute, which should be provided in no more than 15 business days. The tax exemptions are then requested to the Secretary of Finance and, once granted, the beneficiary must register before the Exonerations Registry, which is also administered by the Secretary of Finance. The project must then secure its municipal operating permit, construction permits, and environmental licenses.

Among the required documents for the qualification of projects is a feasibility study, project valuation, property surveys, designs, evidence of financial capacity, environmental license (issued or in process of being issued), quality seal (ISO or others), and registration before the National Chamber of Tourism. The beneficiary has 12 months to initiate its investment and must comply with charging its customers the 15% sales tax plus the 4% Tourism Services Fee.

Limited Liability Companies (LLCs) in Roatán, Bay Islands

In 2019, Próspera ZEDE, a local government within the Caribbean island of Roatán, a former British colony, enacted the Roatán Common Law Code (RCLC). The RCLC is comprised of the American Law Institute’s Restatements of the Law, and several uniform and model acts published by the American Bar Association and the Uniform Law Commission, including the uniform Limited Liability Companies Act (2006). The local government, Próspera ZEDE, operates under the special Zones for Employment and Economic Development (ZEDE) regime, which is anchored in the National Constitution, CAFTA-DR, and Bilateral Investment Treaties.

Limited Liability

The Roatán LLC is an entity with a legal existence separate and distinct from its owners, it has perpetual duration, and may have any lawful purpose, regardless of whether for profit. The capital structure of LLCs is based on membership interests, and they can be either member-managed or manager-managed; the manager of the company may be a natural person or a legal person. Members and managers are not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager.

Freedom of Contract

The Roatán LLCs are based on the principle of freedom of contract, allowing ample flexibility for the management and organization of the company. The members of the LLC are required to authorize an Operating Agreement, which is a private contract that will govern the relationship amongst the company’s members, the rights and duties of the manager, the procedure for amending the agreement, and all activities and affairs of the company. The Operating Agreement may be kept private and is not required to be filed to the public entities registry.

Through the Operating Agreement, the parties may determine nearly all aspects of their relationship with one another. The parties may provide for various classes of members or managers (each with different rights, powers, and duties), or even classes of limited liability company interests or assets. To the extent that a member or manager has duties (including fiduciary duties), the Roatán LLC operating agreement may expand or restrict or eliminate such duties (other than the implied contractual covenant of good faith and fair dealing).

Ease of Formation

The LLCs can be formed by filing a Certificate of Organization with Próspera’s General Service Provider (GSP) and will then be registered in the Próspera Entities Registry. There is no minimum capital required. All members of the company are required to have, at least, an e-residency agreement with Próspera, which allows the parties to do business within the jurisdiction and use its e-governance system. The applications for e-residency can be made at

Regulation and Insurance

The LLC and its members are required to obtain a liability insurance policy from a qualified insurance service provider in the jurisdiction (See, Financial Responsibility Statute). If the company operates in a regulated industry, supplemental insurance is required.

The regulated industry company can elect to do business under the regulatory code of any of 30 Best Practice Peer Countries (Australia, Austria, Belgium, Canada, Chile, Denmark, Dubai, Estonia, Finland, France, Germany, Iceland, Ireland, Hong Kong, Israel, Italy, Japan, Korea, Luxembourg, Mexico, Netherlands, New Zealand, Norway, Poland, Spain, Sweden, Singapore, Switzerland, United Kingdom, and the United States of America). The company must declare its regulatory choice in the Entities Registry and must disclose it in all of its contracts (See, Industrial Regulation Statute).

Low Taxation

The Roatán LLC is taxed only on income sourced from within the Próspera ZEDE jurisdiction. Because the jurisdiction operates under a territorial tax system, income derived from foreign sources or operations is not taxed. Business income sourced in Próspera is taxed at a 1% rate on gross income; there is no capital gains tax, asset tax, solidarity tax, or any other tax on profits or income. There is a 2.5% sales tax on retail activity sourced within Próspera. The Roatán LLC is also subject to a 1% Land Value Tax, without accounting for improvements.

Non-residents are subject to a 1% withholding tax on the payment of dividends, service contracts, interests, royalties, rent, or any other sort of business income. There is a 5% withholding tax on labor compensation and pension payments to non-residents. The Próspera Tax Statute offers a Most Favored Nation treatment that allows companies to apply to sufficient tax credits and exemptions to match a lower tax burden that may be offered by another tax jurisdiction or special regime.

Próspera is also a free port, allowing the resident companies to import goods and services with zero taxation, tariffs, duties, charges or surcharges.

Cost Structure

An e-residency agreement for natural or juridical persons has an annual cost of US$130.00; currently, the general liability insurance policy required for both the founding member and the company has a cost of US$260.00; additionally, an LLC must have a registered agent within the jurisdiction, whose annual cost is usually around US$250.00, depending on the provider; finally, the LLCs are subject to an annual report filing obligation, which has a US$100.00 fee. The total annual cost of a Roatán LLC with a single member is US$1,130.00

Investment Protection

Investors in Próspera ZEDE enjoy the Most Favored Nation Treatment without regard to their nationality, granting them any better treatment afforded to any commercial partner country. Próspera ZEDE’s autonomy and legal stability are guaranteed by the National Constitution, by Bilateral Investment Treaties, and, since its Promoter and Organizer is United States of America based company, by the Central American Free Trade Agreement (CAFTA-DR).

Advantages of Honduras Offshore Corporations

Common Law Business Entities in Honduras Próspera Special Economic Zone

Honduras is home to Latin America’s most innovative special jurisdictions, the Zones for Employment and Economic Development (ZEDE). The first Honduran ZEDE, Próspera, located in the Caribbean island of Roatán, within the Bay Islands Department of Honduras, has enacted the Roatán Common Law Code (RCLC), which allows for the incorporation of traditional common law entities, in Honduras.

The RCLC has made the American Bar Association’s Model Business Corporation Act, Uniform Business Organizations Code, Uniform Partnership Act, Uniform Limited Partnership Act, and the Uniform Limited Liability Company Act, into local Honduran law. Therefore, as an alternative for your offshore needs, Honduras offers the opportunity to create traditional common law Corporations, Partnerships, and Limited Liability Companies in what is expected to become the region’s most competitive jurisdiction for doing business.

Contact our firm to learn more about the opportunities made available by the Roatán Common Law Code of Honduras.

National Corporations (Sociedad Anónima)

Remote Incorporation (No Travel Necessary)
Interested parties need not travel to Honduras to incorporate a company. Through nominee incorporators that execute the corporate charter and bylaws, your company can be incorporate remotely.

Low Incorporation Costs
Honduras offshore corporations have very low incorporation costs. Our firm offers new company incorporations for US$400.00

Sole Shareholder Allowed
The Commercial Code of Honduras allows for the incorporation of companies with a single shareholder.

Electronic Shareholder and Board of Directors Meetings
The Shareholder Assemblies and Board of Directors sessions may be convened by electronic mail (email) and held by electronic means such as Skype, Zoom, or Teams. The shareholder and board minutes book, as well as the shareholder registry book, may be kept in electronic format, without having to notify or get authorization from any governmental agency.

Electronic Accounting in IFRS
Corporate accounting must be done in accordance with the International Financial Reporting Standards (IFRS) and the accounting books may be kept electronically, without the need to notify or get authorization from any governmental agency.

Electronic Signatures
Honduras recognizes the legal validity of electronic signatures and data messages for commercial purposes, allowing the corporation to contract internationally through electronic means.

Very Low Maintenance Costs
There is no annual corporation or franchise tax, no annual reports, nor registered agent fees. However, a corporation must maintain a fiscal domicile in the country, which our firm offers for an annual cost of US$360.00

No Need to Deposit or Pay Registered Capital
The registered capital for the corporation does not need to be paid or deposited when the incorporation is done through the simplified incorporation mechanism contained in the Law for the Generation of Employment.

Foreign Sourced Income is Not Taxable
Since the new Tax Code came into effect in 2017, the tax system of Honduras is governed by the territorial source principle. This means that any income obtained from operations outside of Honduras is not taxable.

5-Year Tax Exemptions
If the corporation will operate locally, a 5-year exemption on income taxes, municipal taxes, and administrative fees can be obtained if the shareholders are natural persons. The process usually takes one month and has a total cost of US$650.00

Fast Incorporation
The incorporation of a Honduran company usually takes between 3-5 business days.

Shareholder Privacy
When nominal shares are issued, the identities of shareholders are kept confidential and registered only within private company books, without the need to register them in the Public Merchant’s Register. However, bearer shares are also allowed.

Bearer Shares
The Commercial Code of Honduras allows local corporations to issue bearer shares, making Honduras one of the few countries in the world that can guarantee complete privacy of the shareholders. The bearer shares are not subject to guardianship or custodianship regulations.

Honduras is Not Black or Gray-listed as a Tax Haven.
Though providing ample tax advantages and complete shareholder privacy as an offshore jurisdiction, up to 2021 Honduras is not listed in the European Union’s (EU) List of Non-Cooperative Jurisdictions for Tax Purposes, nor in the Organization for Economic Cooperation and Development’s (OECD) List on Uncooperative Tax Havens.

No Nationality Restrictions.
Persons or companies from any nation or territory may participate freely in the share capital of Honduran corporations.

No currency exchange controls.
A Honduran corporation can open local bank accounts in US Dollars and there are no currency restrictions for transferring abroad.

Zones for Employment and Economic Development (ZEDE)

The special Zones for Employment and Economic Development regime was created in 2013 through a constitutional amendment to articles 294, 303, and 329 of the Constitution of the Republic of Honduras. The constitutional amendment was followed by the enactment of the ZEDE Organic Law. The ZEDE are territorial and political subdivisions of the Republic of Honduras that enjoy broad levels of political, administrative, legal, and economic autonomy. The ZEDE are subject to the Constitution only on matters related to sovereignty, territory, application of justice, elections, national defense, foreign relations, and issuance of identifications and passports, including the International Treaties ratified by Honduras, but are otherwise autonomous and not subject to most of the national legislation. The only national laws that apply within a ZEDE are the ZEDE Organic Law, legislation concerning territorial waters and national symbols, and the criminal legislation of Honduras; upon these foundations, the ZEDE are free to build and adapt their own forms of local government, policies, and norms.

The ZEDE are authorized to adopt their own norms and policies, including commercial, financial, labor, civil, administrative, and procedural legislation; they can design and adopt an independent fiscal and financial regime, but must share 12% of tax revenue with the national government; the ZEDE government can develop its own local public administration, commercial and property registries, local security forces, investigation, and criminal prosecution bodies. The ZEDE are Free Ports, and companies operating within their jurisdiction are not subject to any import or export taxes, tariffs, duties, charges, or surcharges; the ZEDE have authority to control ports and airports within their jurisdiction, as well as to regulate aerial and maritime navigation. Furthermore, the ZEDE are not subject to the Central Bank of Honduras (BCH) or the National Commission on Banks and Insurance (CNBS) and are authorized by law to adopt their own monetary policy.

The ZEDE are subject to the exclusive jurisdiction of a Special Judiciary appointed by the National Judicial Power, from a list of 10 persons nominated by the CAMP. The ZEDE special judiciary allows for national and foreign persons to act as judges and is authorized to operate under a common law legal system or any other legal system that provides, at least, as much protection for human rights as afforded by the Constitution of Honduras.

The ZEDE are governed by a Technical Secretary and the governing bodies they may establish by exercising their administrative and political autonomy. All ZEDE are supervised and authorized by the Committee for the Adoption of Best Practices (CAMP), which was originally appointed by the President of the Republic and ratified by the National Congress, but future members can only be elected by the CAMP itself. This selection procedure insulates the CAMP and the ZEDE regime from fluctuations and changes in national politics, enabling it to provide legal certainty and stability to national and foreign investors.

A ZEDE can be set up by a private developer known as “Promoter and Organizer” in low population density private lands within the Departments of the Bay Islands, Cortés, Atlántida, Colón, Gracias a Dios, Valle, and Choluteca. There are currently three authorized ZEDEs in Honduras: a) Prospera ZEDE, promoted by Honduras Prospera, Inc.; and, b) Ciudad Morazán, promoted by Centroamerican Capital & Consulting; and c) ZEDE Orquidea, promoted by an agroindustrial exporting business group in the Choluteca Department. Economic researchers from Universidad Francisco Marroquín in Guatemala have calculated the economic potential of Próspera ZEDE, concluding that Honduras could raise its current Per Capita Income from US$ 2,500.00 to US$ 20,000.00 in 40 years, if at least 11% of the population goes on to work and live under Prospera’s jurisdiction. Within the Próspera, the economists estimate that GDP per capita could exceed US$ 40,000.00 in the same period of time.

The official source of Próspera ZEDE norms:

The official source of Ciudad Morazán norms:

The official source of ZEDE Orquídea norms:

Background Special Development Regions (RED)


Research Papers and Analysis