Category: Foreign Direct Investment

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.

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.

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