Table of Contents
- 1 Should I choose a Limited Liability Company or a Corporation?
- 2 How to start a business in Guatemala.
- 2.1 Requirements and Steps to Register a Business Company as an Individual Merchant:
- 2.1.1 Fill out the enrollment form for Sole Proprietor and Merchant Company provided by the Mercantile Registry.
- 2.1.2 Pay the corresponding fees for Sole Proprietorship and Sole Trader (only if not already registered as a sole trader) at a Banrural agency.
- 2.1.3 Submit the following at the Commercial Registry Offices:
- 2.1.4 Pick up your patent at the windows or download it from the Commercial Registry website and affix Q.50.00 in fiscal stamps.
- 2.1 Requirements and Steps to Register a Business Company as an Individual Merchant:
- 3 How to create a Corporation (Sociedad Anónima) in Guatemala.
- 3.1 Requirements and steps to register a Corporation:
- 3.1.1 Fill out the Commercial Companies Registration Application Form: This form is provided by the Commercial Registrar
- 3.1.2 Make the following tariff payments at a Banrural agency:
- 3.1.3 The file is reviewed by the Legal Department of the Commercial Registry and by a representative of the Superintendency of Tax Administration – SAT. .
- 3.1.4 Submit the following documents at the New Companies Window or digitally:
- 3.1.5 Once the process is complete, the Mercantile Registry will provide the following documents:
- 3.2 Frequently Asked Questions:
- 3.2.1 What is the minimum capital required to establish a Public Limited Company?
- 3.2.2 What is the minimum number of people required to found a public limited company?
- 3.2.3 If the founders are foreign, do they need residency?
- 3.2.4 To found a company, is the physical presence of the founders in Guatemala necessary?
- 3.2.5 How long does the enrollment process take?
- 3.1 Requirements and steps to register a Corporation:
- 4 Important aspects of a Corporation.
- 5 Other considerations you should take into account
- 6 Licenses and additional requirements you may need
Should I choose a Limited Liability Company or a Corporation?
To be able to choose between a company or a public limited company, it is first important to understand the differences. In this article, you will obtain sufficient information to compare both options.
It is common that when starting a business, many people choose the figure of the Mercantile Company and Individual Merchant first, and leave the figure of the Anonymous Society as the last option.
Usually, this is because registering a public limited company is more expensive and for that reason, the figure of the mercantile company may seem more attractive.
The foregoing does not imply that a corporation is the best option. However, it is important to evaluate the legal, administrative, financial, and business benefits offered by each of the options.
Likewise, it is important to have effective legal advice from Lawyers in Guatemala that will help you evaluate which is the best option and will consequently give you the ability to make the best decision.
The procedure and requirements for each are detailed below:
How to start a business in Guatemala.
The application for registration of a commercial company and individual merchant is made before the Mercantile Registry.
The process can take 1 to 2 weeks, which ends with the issuance of a business license in which one or more people may appear as co-owners of the same company.
Requirements and Steps to Register a Business Company as an Individual Merchant:
-
Fill out the enrollment form for Sole Proprietor and Merchant Company provided by the Mercantile Registry.
-
Pay the corresponding fees for Sole Proprietorship and Sole Trader (only if not already registered as a sole trader) at a Banrural agency.
-
Submit the following at the Commercial Registry Offices:
- Printed and signed form.
- Payment receipts.
- Copy of the owner's Personal Identification Document (DPI) and the invoice supporting the company's location.
-
Pick up your patent at the windows or download it from the Commercial Registry website and affix Q.50.00 in fiscal stamps.
Unlike a Corporation, in this process the only document the Commercial Registry issues is the Business Trade License, and it does not require a public deed, legal representative, shares, initial capital, assembly, and among other things.
How to create a Corporation (Sociedad Anónima) in Guatemala.
In Guatemala, a corporation (Sociedad Anónima) is established through a public deed of Mercantile Company (constitutive deed of Company), which must be authorized by a Guatemalan lawyer and notary. Registration with the Mercantile Registry may take 2 to 3 weeks. For the Corporation, unlike the Sole Proprietor Business, there will be issued 2 patents:
- One business license
- And one Commercial Partnership License. The Corporation will be the owner of the company, unlike in the case of a Mercantile Company as an Individual Merchant, where individuals are the owners.
In the EArticles of Incorporation of a Stock Corporation different stipulations or clauses will be established, such as:
- Names of the founding partners.
- Name of the Corporation.
- Trade Name.
- Business purpose.
- Residence.
- Capital contributed by each shareholder.
- Appointment of legal representative.
- Among others.
Requirements and steps to register a Corporation:
-
Fill out the Commercial Companies Registration Application Form: This form is provided by the Commercial Registrar
-
Make the following tariff payments at a Banrural agency:
Edict, publication of a stock company edict, payment for book registration, If the authorized capital exceeds Q500,000.00, the corresponding fee must be paid.
-
The file is reviewed by the Legal Department of the Commercial Registry and by a representative of the Superintendency of Tax Administration – SAT. .
If the submitted file meets all requirements, the corporation will be registered, and a Tax Identification Number will be assigned.
-
Submit the following documents at the New Companies Window or digitally:
Application form, original payment receipts, certificate of incorporation, notarized minutes appointing the legal representative, personal identification document (DPI) of each partner, water, electricity, or telephone bill supporting the address of the Limited Liability Company, ornamental ticket of the legal representative or authorizing notary.
-
Once the process is complete, the Mercantile Registry will provide the following documents:
-Reason for the endorsement of the Company's Bylaws, reason for the appointment of the legal representative, company trade patent (Q200.00 in fiscal stamps must be affixed), company business patent (Q50.00 in fiscal stamps must be affixed), book enablement stickers.
Frequently Asked Questions:
What is the minimum capital required to establish a Public Limited Company?
The minimum capital that can be paid in and subscribed is Q200.00 ≈ US$1,425.00.
What is the minimum number of people required to found a public limited company?
Two or more. Both can be legal or natural persons.
If the founders are foreign, do they need residency?
It is not necessary. Shareholders and founding partners can be foreign nationals and/or legal representatives. The latter must have a Tax Identification Number (NIT) with the Superintendence of Tax Administration (SAT).
To found a company, is the physical presence of the founders in Guatemala necessary?
The articles of incorporation must be signed by the founding partners. However, if necessary, a power of attorney can be granted for a third party to sign on behalf of the absent founding partner.
How long does the enrollment process take?
The process can take 2 to 3 weeks.
Important aspects of a Corporation.
A corporation is a type of business entity that is formed with capital divided and represented by shares. As such, each partner's liability is limited to the payment of the shares they have made and subscribed to.
Corporations are established with at least two or more partners, who can be individuals (natural persons) or legal entities, whether national or foreign.
To establish a company, it's important to take the following elements into account:
Designation.
The anonymous company is identified by a name that can be freely chosen, with the mandatory addition of the legend “Sociedad Anónima,” which can be abbreviated as S. A.
Capital.
The capital of a joint-stock company is divided into three parts:
- AUTHORIZED CAPITALis the maximum sum that the company can issue in shares.
- WRITTEN CAPITAL: This is the amount that each partner agrees to pay. (It is essential that each shareholder pay at least 25% of the par value of each share.)
- PAID-IN CAPITALis the sum that each partner effectively pays of the subscribed capital. (Upon the incorporation of the stock company, the amount of its initial capital shall be at least Q.200.00)
Object.
It refers to the set of economic activities that society will develop and by which it will be constituted. They must be lawful and not violate the country's legal order.
Higher Body.
Every corporation shall have a superior body, which shall be responsible for directing and making decisions regarding its operations. In this case, it refers to the General Assembly, which is composed of legally convened and assembled shareholders.
The call for assemblies shall be made by the administrators or by the company's supervisory body.
Administration.
According to our legislation, the administration may be in charge of a sole administrator or several administrators, who may act jointly as a board of directors and will be responsible for the management of the company's business.
Legal Representation.
The legal representative is an individual (natural person) who can, on behalf of a company, acquire rights and assume binding obligations for it, as well as act before courts and other authorities in the company's name.
In a joint-stock company, the sole administrator or the board of directors, as the case may be, shall have the legal representation of the company in and out of court and the use of the company name, unless otherwise provided in the articles of incorporation.
Organ Oversight.
This body within the corporation aims to control administrative functions, as well as to guarantee and provide security in the proper management of corporate affairs, so that shareholders gain confidence when investing their capital in the acquisition of shares.
Other considerations you should take into account
Creating a company in Guatemala doesn't end with registration in the Mercantile Registry.
In practice, one of the most common mistakes is thinking that with a patent, you can operate without risks. The reality is that each business has additional implications that must be analyzed from the beginning.
Depending on your company's specific business, it's important to consider aspects such as tax structure, financial organization, digital presence, and regulatory compliance. These areas do not function in isolation; they directly impact how your business grows, operates, and positions itself.
That's why many companies opt to rely on a more comprehensive approach, working in coordination with specialists in accounting, digital strategy, financial advice y Business compliance, to make clearer decisions from the start and avoid costly mistakes later.
Licenses and additional requirements you may need
In addition to the legal formation of the company, there are authorizations, registrations, and requirements that may be mandatory depending on the activity you undertake.
Not all companies need the same permits. A professional services firm will not have the same obligations as a restaurant, an import business, a clinic, an academy, an online store, or a company that wishes to contract with the State.
Additional requirements you may need include:
- Municipal operating licenses.
- Health permits for businesses related to food, health, cosmetics, medicines, or other regulated products.
- Trademark registration to protect the business name, logo, or identity.
- Registration in the General Registry of State Acquisitions (RGAE), if you wish to sell to the State.
- Terms and conditions, privacy policies, and legal documents for digital businesses.
- Specific industry authorizations, such as health registrations, import permits, environmental licenses, or special administrative authorizations.
Ignoring these requirements can lead to fines, temporary closures, operational disruptions, or difficulties in formal growth.
Therefore, beyond creating the company, it is advisable to analyze from the beginning which obligations apply to your specific case. A well-designed legal structure not only helps comply with the law but also allows for clearer operation, reduces risks, and prepares the business for orderly growth.
