How to start a business in Honduras as a foreigner (2026)
Starting a business in Honduras as a foreigner: moderate.
Honduras permits 100% foreign ownership in most sectors, with no general minimum capital requirement for foreigners, but company formation involves multiple sequential steps including notarized incorporation, Registro Mercantil registration, and tax ID issuance. A key practical constraint is that the SAR requires the company's legal representative to hold valid Honduran residency or nationality to obtain the mandatory tax identification number (RTN), meaning most foreign founders must secure residency or appoint a resident local representative before full activation.
Legal framework
Código de Comercio (Decreto No. 73-50, 1950, as amended) and Ley para la Promoción y Protección de Inversiones (Decreto 51-2011); administered by the Registro Mercantil and Servicio de Administración de Rentas (SAR)
Key points: starting a business in Honduras
Foreign ownership
Honduras's Investment Law (Decreto 51-2011) allows 100% foreign ownership as the general rule. Exceptions include sectors reserved for Hondurans or requiring majority national ownership: businesses capitalised below ~USD 6,300, commercial fishing, forestry, domestic air transport, local road transport, radio, and television broadcasting.
Minimum capital
The Código de Comercio sets a statutory minimum of 25,000 Lempiras (~USD 1,000) for a Sociedad Anónima (SA), with at least 25% paid in at formation; a Sociedad de Responsabilidad Limitada (SRL) requires a minimum of 5,000 Lempiras (~USD 200) and at least two partners. No general government-mandated minimum applies to sole proprietorships.
RTN / legal-representative residency constraint
SAR requires the company's legal representative to hold a valid Honduran residency card or be a Honduran national in order to obtain the Registro Tributario Nacional (RTN, tax ID). A foreign passport alone is insufficient; foreigners without residency must either obtain a residency/work permit first or appoint a Honduran-resident legal representative.
Registration steps
Key sequential steps are: (1) draft and notarise articles of incorporation before a Honduran notary; (2) register with the Registro Mercantil; (3) obtain the RTN from SAR (free, ~1 day); (4) purchase legalised accounting and minutes books (~USD 45); (5) register with the relevant Chamber of Commerce (~USD 77); (6) obtain a municipal Permiso de Operación. The Honduras eRegulations portal (EmprendeGuía) publishes official requirements, timelines, and fees for each step.
Typical timeline
End-to-end formation typically takes 2-8 weeks when all documents are in order. Notarisation and Registro Mercantil filing account for most of the elapsed time; RTN issuance itself is same-day or next-day.
Labour nationality quotas
Honduran law requires that at least 90% of a company's workforce be Honduran nationals, and at least 85% of the total payroll must be paid to Honduran employees. These quotas apply across all foreign-invested companies and represent an ongoing operational constraint beyond the initial setup.
Timeline of decisions
- Decision · officialHonduras Re-signs the ICSID Convention Under New Government
On his inauguration day, President Nasry Asfura signed the ICSID Convention, reversing the Castro administration's 2024 withdrawal and restoring multilateral investor-state arbitration protections. The move directly targets the business-climate deterioration that followed the 2022-2024 ZEDE dispute wave and signals a return to FDI-friendly policy.
ICSID (World Bank Group)
- Decision · officialHonduras Denounces the ICSID Convention (Effective August 25, 2024)
The Castro government filed written notice withdrawing from the ICSID Convention, triggered by the multi-billion-dollar Próspera ZEDE arbitration claim and nine other pending investor disputes; withdrawal took effect six months later on August 25, 2024. Honduras became the only Central American country outside ICSID, sharply raising political-risk premiums and deterring new foreign business formation.
ICSID (World Bank Group)
- Law · officialDecree 48-2022: MSME Economic Recovery and Formalization Law
Published in the Diario Oficial, the law grants five years of income-tax exemptions (100% for the first three fiscal periods, 50% for the next two) to micro and small enterprises that formally register with SENPRENDE and comply with municipal and tax obligations. It directly attacks Honduras's high informality rate by lowering the regulatory cost of starting a legal business.
Tribunal Superior de Cuentas (TSC) – Honduras
- LawNational Congress Unanimously Repeals ZEDE Organic Law
Congress repealed the 2013 ZEDE Organic Law, ending the right to establish new autonomous economic zones with independent legal, tax, and governance systems; existing zones (including Próspera) remain grandfathered for 50 years under legal stability agreements. The repeal immediately triggered a cascade of international arbitration claims against Honduras, unsettling the broader investment environment for business formation.
Clifford Chance (analysis of Congressional Decree)
- LawHonduran Congress Unanimously Repeals ZEDE Organic Law; Constitutional Ratification Fails
The newly elected Congress under President Xiomara Castro voted unanimously to repeal Decree 120-2013 (the ZEDE enabling law), intending to abolish all three existing special economic zones including Próspera. Because the ZEDE framework had been embedded in the constitution, a second ratification vote in the next legislative session was required but never completed, leaving ZEDEs — and Próspera's Bitcoin framework — in a contested legal limbo. Próspera subsequently filed a US $10.7 billion ICSID arbitration claim against Honduras.
Rest of World
- Law · officialLaw for Support to Micro and Small Enterprises Enacted
This law introduced tax incentives and administrative simplifications specifically for micro and small enterprises, benefiting over 7,600 companies across its five-year effect window and institutionalizing SENPRENDE as the national entrepreneurship-support body. It established the fiscal-relief template that the 2022 Decree 48-2022 would later replicate and expand.
Tribunal Superior de Cuentas (TSC) – Honduras
- LawHonduras Enacts ZEDE Organic Law (Decree 120-2013), Creating Semi-Autonomous Special Economic Zones
Congress passed the Organic Law for Employment and Economic Development Zones (ZEDEs), establishing a framework for semi-autonomous territories with their own legal, tax, and regulatory systems. This law was the direct legal foundation that allowed Próspera ZEDE to later adopt Bitcoin as legal tender and a unit of account — the only jurisdiction in Honduras ever to formally recognize cryptocurrency.
Free Cities Foundation / Honduras Congress
- LawConstitutional Amendment Authorizes ZEDEs; ZEDE Organic Law Enacted
After the Supreme Court struck down a 2012 predecessor charter-city law, Congress ratified a constitutional amendment permitting Zones for Employment and Economic Development (ZEDEs), quasi-autonomous zones empowered to adopt their own laws, taxes, courts, and police, followed by the ZEDE Organic Law. The framework created the most deregulated business-formation environment in Honduran history, attracting international investors but stoking sovereignty controversies.
Wikipedia (citing Diario Oficial de Honduras)
- Law · officialInvestment Promotion and Protection Law (Decree 51-2011)
This landmark law guaranteed foreign investors national treatment equal to domestic investors, established legal stability agreements, and mandated creation of a Ventanilla Única de Inversiones (Single Window for Investors) to consolidate business permits and licenses into one process. It remains the primary legal framework governing foreign direct investment and new company formation in Honduras today.
UNCTAD Investment Policy Hub
- Law · officialAdministrative Simplification Law (Decree 255-2002)
Amended the Commercial Code to cut procedural steps for company incorporation and Registro Mercantil registration, imposed faster government response times, and set the legal basis for single-window investment services. This was the most significant modernization of the business-formation process since the 1950 Commercial Code and directly preceded the 2011 Single Window mandate.
ONCAE – Honduras (National Procurement Authority)
- Law · officialCommercial Code (Decreto 73-50) Enacted
Honduras's foundational commercial legislation established the Registro Mercantil (Mercantile Registry), defined all major business-entity types (partnerships, corporations, sole traders), and set the rules governing commercial obligations and accounting. Every subsequent business-formation law in Honduras amends or builds on this code, which remains in force.
WIPO Lex / Congreso Nacional de Honduras
Sources
- sde.gob.hn/wp-content/uploads/2023/05/Decreto-51-2011Ley-para-la-Promocion-y-Pro
- 2021-2025.state.gov/reports/2024-investment-climate-statements/honduras/
- state.gov/wp-content/uploads/2025/09/638719_2025-Honduras-Investment-Climate-St
- honduras.eregulations.org/
- wipo.int/wipolex/en/legislation/details/2143
- trade.gov/country-commercial-guides/honduras-distribution-and-sales-channels
- privacyshield.gov/ps/article?id=Honduras-Establishing-an-Office
- hondurasinversiones.gob.hn/
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Next topicOrientation, not legal advice: verify against the primary sources linked above. Last verified 24 May 2026. Methodology & how to cite · State of Technology Regulation 2026