Aragon & Aragon (Guatemala Law Firm / Abogados en Guatemala)

To set up a company in Guatemala, we recommend to consult about the project of the investment planned, before starting to develop it. As a legal advisors, we will guide and advice to the right path according to the plan or projects seeked.

As a contribution to the visitor, we make available a few notes, than at any time do not substitute a legal or proffesional advice; in the basis to provide you a preliminary knowledge and aspects to take into account in the incorporating process.

As a starting point, prior to draft the deed that contains the articles of association to form, it´s important to mention that only an active service Notary can write down the document (only Notaries are authorized to advice and write public documents, do not be surprised). As a second note, its advisable to obtain a previous search and verification that the name given to the company is available, ie, that does not exists another similar or alike name filled in the Registers, in order to avoid rejections from the local register or third-party competitions, as well as loosing time and resources. The fact that the name is available, does not guarantee that the presentation of the case continue, ie, in the meantime, there may be an admission, and complications.

Likewise, we provide some notes to considerate in drafting the statutes of the company, should take into account are:

1. Shareholders complete name and with their corresponding identification data. The minimum shareholders to form a corporation are 2 physical or legal persons, citizen or foreigners. It is allow the legal performance for physical or legal person in case they do not want or cannot signed the proper document.
2. Company Name (name of the company and its trade name)
3. Registered Office (legal & physical located) is required to indicate its social location on a physical address at the Guatemala Republic.
4. Purpose of the Society (to be allocated to the Company. Lawful purpose and commercial)
5. Company Term (specified period or indefinitely)
6. Share Capital
   • Authorized (maximum amount that the company may issue shares in, without entering into a capital increase)
   • Subscribed (is essential to pay at least 25% of its nominal value)
   • Paid (Minimum initial paid the corporation, is Q 5,000.00 approximately US$ 650.00). There are different method of payments.
7. Description about the contribution the shareholders do (those can be in money, in kind or others methods). If the contribution is in money is necessary to open a bank account under the society name, cast the deposit, and the copy of it is necessary for drafting. If the contributions are not in money, youll have to discuss about the legal and right mechanism for the transfer in question.
8. Stock titles: The only type of stocks that the company may issue (since July 1st, 2011) is:
   • Nominally
9. Distribution of the actions: Amount of actions to be issue a nominal value equal, according to the subscribed amount.
10. Board of the Company and its powers:
    • General Assembly
    • Board of Directors and / or Sole Administrator, and
    • General Management and Specific Management
11. Management Authority: The society can be manage by a Board of Directors (integrated for a President, Vice President and Secretary, and other positions you wish) or a Single Administrator. The people that develop these positions may or may not be partners. They are the body responsible for implementing and legally represent the Company in matters that suit.
12. Inquiry Board, if there are. It can be the shareholders, or determine one Public Accountant and Auditor.
13. Other stipulations that the shareholders deem appropriate, such as rights and common obligations, quorum, exclusion and separation of partners, shareholders rights, etc.
14. Registration of books of accounts and social which must register with the local Registries.

Once the articles been greed and the requirements established by the law have been met; the Notary will draft the Public document that contains the Entity constitution. We let you know that the Notary has the necessary faculties for writing and authorize this document such as in the Republic of Guatemala as internationally, according to the clients needs.

Usually is agreed that the client assign to his Notary, to manage the whole procedure until it´s able to operate; in that case, the Notary will make all the necessary documents for the registration and perform the legal and administrative actions to obtain the authorizations required, depending of the project. Otherwise, you should be understood that in presenting the legal copy of the incoporation deed to the local Register, does not finish the incorporation process, besides is necessary the development and registration Appointment of legal representatives and company subscriptions, shares, books, in some cases the transfers at the Property Register or any other Inspections, among other efforts. So be sure, that your legal advisor and Notary provide and pact the whole service with you.

Complied with the requirements of law, and conducted all due diligence to the respective Records and Institutions in charge, is released and attaches the final registration of the Company, which means simply that the government authorization for the company to operate legally in Guatemala. In the interim step of registration was issued the provisional registration of the Company to perform certain acts and to compel the company.

It is important to know the visitors and clients, in addition to the registration of the Company to the respective registers, it is imperative to register and file to the Tax Authority and this process has a specific deadline, and in case of default, is liable to fines and penalties, and administrative.

As a finall appointment, depending on the business or goal of the company to be set, you will have to register and applying for special permits or registers to other government institutions, to start the business and legal operate the company.

Therefore, the importance of this operation and safeguard the confidentiality of the corporate veil and financial matters, it is recommended that the Legal Advisor and Notary appointed to the constitution of the Company, regardless of their confidence. To this end, in Aragon & Aragon we offer a brief profile of Attorneys of the main body of the Firm, with background and experience in commercial and corporate issues, so you should feel supported if we are your choice and appointment for the procedure. We also offer a range of services, such as rent physical or virtual space, which facilitates the formation of the entity and the start of operations in Guatemala, rent or buy real estate, legal representation in corporate affairs, among others.