Property in Roatan and Honduras
the offices of:
Gustavo A. Manzanares Vaquero
Attorney at Law
Edificio Los Jarros, 4to. Piso No.411, Bulevar Morazán,
Telefax (504) 237-3341, 220-1231
A SOCIEDAD ANÓNIMA (CORPORATION) IN HONDURAS.
Honduran Commercial Code regulates and governs the requirements
that are to be met for setting up a Corporation in Honduras.
stipulates that to incorporate there must be a minimum
of two (2) share holders and a twenty five thousand
lempiras (L. 25,000.00) social capital. The capital
may be paid in full or a 25% in cash must be exhibited
in a Deposit at a Local Bank at the time that the Corporation
is set up. The 25% applies for any amount of Capital
with which the Sociedad Anónima is set up with.
Honduran Constitution Article 107 stipulates that only
Honduran citizens by birth and Corporations solely owned
by Honduran citizens may own property within forty (40)
Kilometers of its borders, this includes the Bays Islands
and the properties which are located adjacent to the
coast line. In 1990 as a policy to attract foreign investments
in Honduras the Government passed a Decree which regulates
the process to purchase property for a dwelling, establishing
that the maximum that a foreign citizen could purchase
was ¾ of an acre.
Anónimas are established as a General practice
to purchase lots which are larger than ¾ of an
acre. The incorporation process used is to have two
(2) Honduran Citizens appear as the original share holders
to incorporate and once the Corporate papers have been
inscribed they will endorse their shares to the Bearer.
The Articles of Incorporation are drafted and the person
(s) who are the “real” owners are appointed
as the Administrator(s) of the Corporation or the President
of the Board if this type of Administration is considered.
Honduran Commercial Code requires that the share holders
meet at least once a year, basically to approve its
General Balance and to appoint or confirm the appointment
of the Administrators or Board of Directors. The share
holders meeting should be held during the first three
months of the
year as this coincides with the date that Income Tax
Declarations must be filed with the Government. Basically
the only reporting that would be needed for a Corporation
which only purpose is to hold title on the land is to
file its yearly tax declaration and pay the land tax.
Costs for the filing will generally range between $
325 and $ 375.00, for the act of filing and preparing
a simple Financial Statement.
services that are provided by our firm are:
Drafting of the Articles of Incorporation
• Designation of the two (2) Honduran Stock Holders
• Filing and obtaining the National Revenue Card
• Printing of the two (2) original stock certificates
and obtaining signature endorsing the certificates to
The Fees established by our firm to handle the process
detailed above are $ 675.00, should the interested party
(ies) need the firm to purchase and legalize its Corporate
Books the fees are fixed at $ 875.00.
require 50% of the fees to initiate the process, plus
$ 365.00 that are used as the funds to establish the
Deposit required by law. These are deposited in a local
bank become available to the Corporation once it is
dully inscribed at the Registry. Likewise we will need
a name for the Corporation.
feel free to contact
us for any questions or doubts you may have.
A. Manzanares Vaquero
Attorney at Law