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