Requirements to establish a Limited Liability Company in Honduras

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The Limited Liability Company (SRL) They are a type of company that has limited liability, they can be established based on a minimum required capital and an amount of 1 to 25 partners, and can be used for any economic activity.

In Honduras it is necessary to comply with certain established requirements, for this reason Procedures and requirements bring you an article with everything you need to know about The Limited Liability Company (SRL) to be able to form this type of partnership successfully.

What is a Limited Liability Company or LLC?

A Limited Liability Company also known by its initials as SRL It is a type of commercial company, where it has a limited liability according to the capital contributed.

This type of society has its origins in the Law 3,918 issued in 1923. Said law is founded in the sense that the person of the partners is of utmost importance, where none of the members that constitute the company may ender their participation in the LLC. Only in the case of having the approval of the other partners if you can make the sale of your part.

A Limited Liability Company it is constituted in a public deed, which is duly registered in the Mercantile Registry, to later be published in the Gazette of the Official Gazette, by means of an extract from the deed of the company.

It will be constituted through the creation of social statuses and the definition of capital. The company may have any name, however it is essential that at the end of the name it bears «Limited Liability Company», or the acronyms «SRL».

What are the characteristics of an SRL?

A Limited Liability Company has certain specific characteristics that differentiate it from other types of companies. These characteristics may vary according to the country where it is established. In this case they focus on the SRL from Honduras. Each of them are presented below:

  • The capital of the LLC is divided into equal, indivisible or accumulative parts among the constituent members of the company.
  • The liability of the company is limited to the capital contributed by the partners.
  • To form an LLC requires a minimum capital of 5,000 lempiras.
  • This type of company requires at least one partner to be formed and incorporated.
  • This capital contributed to the company must be fully paid.
  • The administration can be carried out by a sole administrator, joint administrators or by a Board of Directors of 3 to 12 directors.
  • If any of the partners wants to sell their part of the partnership, they must have the support and approval of the other partners.
  • An LLC can engage in any type of legal activity and all types of commerce.
  • The capital contributions of the partners are represented by means of a participation certificate.
  • According to the commercial code of Honduras, a Limited Liability Company can have a maximum of 25 partners.
  • The constituent members of the SRL can be natural or legal persons, Honduran or foreign.
  • The establishment of the company can be installed anywhere in the country.
  • The General Assembly of shareholders, which is established by law, is the supreme body of the company.
  • This type of society works for those who want to have a small or medium-sized company, because the number of partners is limited and it is kept from the contributions they make.

These are some of the general characteristics that can be found in a Limited Liability Company.

What are the requirements to establish an LLC?

Next we are going to present the main requirements necessary to form an LLC in Honduras:

  • Possess an original and authentic name.
  • Have at least one partner.
  • Have a manifested amount of capital.
  • The purpose of the business must be legal.
  • Preparation in writing before a notary.
  • Request for necessary permits.
  • Identity document of the partners.
  • Proof of payments.
  • References of the sector where the company is established.
  • Certain formalities required by law must be fulfilled.

How to constitute an LLC?

To begin, it is necessary to correctly comply with the formalities required by law. For this, it is necessary that the act of incorporation of the LLC is reflected in a public deed.

The deed has the status or bases of the society to be formed, this being a necessary and important document. Mention must be made of certain aspects required by law.

Among those requested aspects are:


It is necessary that the deed has the following information about each of the partners that make up the company:

  • Full name.
  • RUT.
  • Address.
  • Marital status.
  • Exercise
  • Nationality.
  • Profession.


You must also provide certain information about the SRL, which are:

  • Name of the Domicile.
  • Objective.
  • Economic activity to which the company is destined.
  • Administration.
  • Capital.
  • Among other.

Once the writing is done, a summary of it must be made, this document is called «Abstract», which will be authorized before the corresponding notary and then must be presented to be registered in the Registry.

Afterwards, the copy of the summary or extract must be published in the Official Gazette.

What is the importance of the Limited Liability Company?

The Limited Liability Company it is important because of the benefits that this type of society possesses. The SRL is ideal for those who want to establish a small or medium business.

In this sense, it is necessary to know each of the benefits that can be found in the Responsibility Society.

Benefits of an SRL

A SRL issues different benefits, which can be:

  • The creation or constitution of a Limited Liability Company gives way to the emergence of a legal person, which is different from its partners, who have different rights and obligations. This protects the constituent members of the society from responsibilities that society acquires.
  • Members are limited to the amount of their contribution.
  • It allows to establish a clear identity, as a legal person.

These are the benefits of the SRL.

Remember to take into account the content of this article to obtain successful results.

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