(ca. 12,000 words)
Ulloa y Asociados, S. de R.L.®
San Pedro Sula, Cortés, Honduras, Central America
Introduction (ca. 400 words)
Honduras is a good place to invest. This is has been evidenced in recent years where we've seen how government institutions have become more professional,and how the Public Administration does not longer benefits from a particular person or group, as has been typical in developing countries, up to the point to make a more uniform application of the law, and compliance with legal requirements. The law does not distinguish between domestic investor and foreign investor, giving everyone the opportunity to produce under the same rules, which in the longrun, an advantage for investment. Both environmental law and tax law (very important issues when making the decision to make an investment) are quite favorable to the investor. It is important that foreign investors make the necessary investigations in which benefits can be applied in its area before coming to Honduras, and to seek counsel from professionals who can instruct them properly, takinginto account the modifications and changes that occur in any of the areas that are related to their business .-
Commonly, a good area that has been developed in the country with good success, that has been a whole strategy to attract investors, is the Free Zones, whether it is Free Zones for Tourism or Free Zones for Production, also known as ZOLIS, gives the investor the opportunity toinvest without paying taxes, sometimes for a period of ten years. But whether the investor intends to benefit from free zones, or simply want to invest in any item, they should take into account that if they respect private property and the law, therefore their investments will be secure. This is proved by companies that for decades have established operations in Honduras, and are highlyproductive.
At Ulloa y Asociados, S. of R.L. we are dedicated to guiding our clients on the best legal practices, and more efficient ways to comply with the law, taking the benefits offered within the legal framework of the country. We specialize in corporate law, with Partners and Associates with high professional performance.
Establishment of Enterprises (ca. 1200 words)Honduran establishment of enterprises responds to Ascarelli’s theory of plural contract organization. This theory basically states that the main goal of this type of contract is no to create or transfer obligations, but to organize a juridical entity which in this case would be the enterprise. Also our mercantile legislation, in its motive expositions, clearly manifests that “the Executive branchconsiders a mercantile enterprise originates from a contract whose characteristics are the organization and plurality”.
As a plural contract, the enterprise is categorized by the possibility of the participation of not two, but three or more people. This type of contract allows the addition of new partners and the resignation of the existent ones.
The basic elements of thiscontract are consent, purpose and cause. The consent means that each partner has agreed to allocate as common the assets they have provided to the enterprise. The purpose as an element of the contract, supposes the legal obligations that a shareholder enters to when deciding to establish a partnership. The cause corresponds to the social and economic benefit of a partner when deciding to compose apartnership.
In the Honduran legislation, there are some requirements for the establishment of an enterprise. These requirements are basic legal formalities. For example, the establishment of an enterprise in a public document; this public document must be registered in a local Registry of Commerce in order to obtain the juridical persona. The content of the public document is: