Sociedad Anonima (S.A.) in Guatemala 2026: Constitution, Q200 Minimum Capital, Notario + RM Costs

A Sociedad Anonima (S.A.) is a company whose capital is divided into and represented by shares; each shareholder’s liability is limited to paying for the shares subscribed (Codigo de Comercio, Art. 86). It is constituted by escritura publica before a notario (Art. 16), registered with the Registro Mercantil, and must register with SAT before starting activities (Codigo Tributario, Art. 120).

This guide walks through the constitution process using what the published laws and fee schedules say; texts read between September and October 2026.

Who Should Choose S.A.

• Businesses planning to bring in shareholders: the capital is represented by shares (Art. 86)
• Holding companies with several owners
• Subsidiaries of foreign companies
• Family businesses that want to divide ownership into shares

If you are a sole founder, see the sociedad de emprendimiento below; for a few partners also compare the S.R.L. and our entity types guide.

Minimum Capital and Structure

Minimum initial paid-in capital: Q200 (Codigo de Comercio Art. 90, as reformed by Art. 6 of Decree 18-2017, dated 3 October 2017). Q5,000 was the minimum in the original text of Art. 90, before that reform.

Paid at subscription: each shareholder pays at least 25% of the nominal value of each share subscribed (Art. 89).

Authorized capital: the maximum amount the company may issue in shares without formalizing a capital increase; it must be stated in the founding deed (Art. 88).

Shares: must be nominative (Art. 108, as reformed by Art. 71 of Decree 55-2010, the asset-forfeiture law).

Shareholders: the Civil Code defines a company as a contract between two or more persons (Art. 1728). The single-shareholder exception is the sociedad de emprendimiento under Decree 20-2018.

Governance:

• Asamblea General of shareholders; the ordinary assembly meets at least once a year, within four months after the close of the fiscal year (Art. 134)
• Administration — a sole administrator or several administrators forming a board (consejo de administracion) (Art. 162)
• Representante legal — per the Registro Mercantil inscription guide, the appointed representante legal and the company’s accountant must have a SAT Agencia Virtual and registered biometric data (a requirement since 2 March 2020); ask your notario about the other requirements

Step-by-Step Constitution Process

Step 1: Pre-Constitution Decisions

Decide:

• Denominacion — the company name, formed freely with the mandatory legend Sociedad Anonima, which may be abbreviated S.A. (Art. 87). Objections over the name are filed after the edicto (Art. 350), so check beforehand that it is not in use.
• Objeto social — any later amendment to the deed is also made by escritura publica (Art. 16).
• Capital authorized + paid-in — from Q500,000 of authorized capital the Registro fee goes up (see costs).
• Shareholder distribution — percentages, share classes, voting rights.
• Plazo — duration of the company.
• Domicile — address in Guatemala.
• Sole administrator or board (Art. 162).
• Representante legal — who will sign for the company; the Registro asks for the original act appointing the administrator together with the deed.

Step 2: Escritura Publica with Notario

The S.A. is constituted by escritura publica before a Guatemalan notario (Code of Commerce, Art. 16; Civil Code, Art. 1729). The notario drafts the deed with the capital structure, administration and bylaws, and authorizes the signing.

Notario fees: the Notarial Code (Art. 109, item 4) says that for company deeds the notario charges according to the importance of the company contract or on the amount of authorized capital, whichever is more favorable to the notario. There is no fixed published fee: ask for a written quote.

If you cannot sign in person, ask the notario which power of attorney you need and what applies to documents issued abroad.

Step 3: Registro Mercantil (RM) Registration

The testimonio of the deed must be filed with the Registro Mercantil within the month following the deed’s date (Code of Commerce, Art. 17). The Registro’s inscription guide asks for: two signed originals of the SATRM-02 application, the payment receipts, the original deed testimonio and a duplicate, the original act appointing the administrator and a duplicate, the applicant’s DPI or passport with a photocopy, and a water, electricity or phone bill no more than 3 months old.

If the deed meets the legal requirements, the Registrar makes the inscription, issues the note on the testimonio and the applicable patentes, and makes the inscription public through an edicto in an electronic medium of the Registro Mercantil, at the applicant’s cost (Art. 341, as reformed by Decree 18-2017). Publications the Code requires in the Diario Oficial are made in that electronic medium, with no need to publish in print (Art. 343).

RM fees (Registro Mercantil company-inscription guide, read 10 October 2026):

• Authorized capital up to Q499,999.99: Q30 to issue the edicto and Q200 to publish it, plus Q0.20 per page if you request authorization of books.
• Authorized capital of Q500,000 or more: 8.5 per thousand on the authorized capital, capped at Q40,000, plus Q150 for the first auxiliar de comercio, Q100 for the first business, the Q30 edicto, the Q200 publication and Q0.20 per book page.
• The Registro’s general fee list (PDF arancel_rm, read 1 September 2026) marks company inscription as a variable fee (code 7). The 2014 text of Acuerdo Gubernativo 207-93 (as reformed by 118-2014) put the threshold at Q300,000 and the cap at Q35,000; the Registro’s current guide uses Q500,000 and Q40,000.

Correction (10 October 2026): this page took the Q300,000 threshold and Q35,000 cap from the 2014 text; the Registro Mercantil inscription guide sets Q500,000 and Q40,000, and requires fiscal stamps on the patentes.

Correction (7 October 2026): this page said the Registro Mercantil charges a fixed Q425 fee plus 6 per thousand on capital, that the notario publishes the edicto in the Diario de Centro America for about Q300, and that inscription goes through an 8-day provisional stage. None of those figures is in the Registro’s fee list or in the Code of Commerce as reformed in 2017, and they have been withdrawn. See our corrections policy.

Step 4: Edicto and Objections

The Registro publishes the edicto in its electronic medium (Art. 341). Objections about the company name, denominacion or trade name are filed with the Registro within three business days after the edicto is published (Art. 350); other objections to the inscription go before a court of first instance at the company’s domicile.

Step 5: SAT Registration

All taxpayers must register with the tax administration before starting taxable activities, and SAT assigns the NIT (Codigo Tributario, Art. 120). Registration covers:

• The company’s NIT — see our CUI-NIT guide for the personal vs corporate distinction.
• RTU (Registro Tributario Unificado) — with your chosen income-tax regime: profit regime (25%, Decree 10-2012, Art. 36) or optional simplified regime (5% on monthly taxable income up to Q30,000 and Q1,500 plus 7% on the excess, Art. 44).
• Electronic invoicing — see Factura Electronica FEL.

Step 6: Bank Account Opening

Each bank sets its own requirements. Ask which documents it wants (patente, deed testimonio, Registro certification, the representante legal’s ID, NIT, a resolution authorizing the bank relationship) and whether the representante legal must appear in person. If cash contributions exceed Q2,000 in total, depositing them in a bank is mandatory (Code of Commerce, Art. 92, as reformed by Decree 18-2017).

Step 7: Patente and municipal license

The patente de comercio is issued by the Registro Mercantil at no cost to every duly registered company and must be displayed in a visible place (Code of Commerce, Art. 344). The Registro’s inscription guide says to affix Q200 in timbres fiscales to the company patente de comercio, Q50 to the business patente, and a Q0.50 stamp to each inscription note (deed and administrator appointment). Ask the municipality where you operate whether your activity needs a municipal operating license and what the fee is.

Published Cost Items

We publish no total: the notario’s fee and the inscription fee depend on your deed and your capital.

Foreign Investors and S.A.

Arts. 86 to 108 of the Code of Commerce, which govern the S.A. and are cited on this page, set no nationality requirement for shareholders; shares must be nominative (Art. 108). Distributed dividends, gains and profits pay 5% income tax (Decree 10-2012, Art. 93). Confirm your case with a Guatemalan notario.

If you are a foreign investor without local residency, see our Foreign Investor Vehicle guide.

If you are returning from the diaspora and plan to invest, see Returning + Property Investment.

Annual Compliance After Formation

If the business becomes inactive, you have two options: keep up compliance, or formally dissolve the company.

Common Mistakes

• Choosing too narrow an objeto social. Every amendment to the deed is made by escritura publica (Art. 16) and registered again.
• Reaching the Registro without a SAT Agencia Virtual. The RM guide requires the representante legal and the accountant to have Agencia Virtual and registered biometric data.
• Operating before registering with SAT. Registration comes before starting activities (Tax Code, Art. 120).
• Filing the deed late with the Registro. The deadline is the month after the deed’s date (Code of Commerce, Art. 17).
• Ignoring the capital-based fee. From Q500,000 of authorized capital the inscription fee is charged per thousand (RM inscription guide).

When NOT to Form an S.A.

• You are a single founder with no co-investors. See the sociedad de emprendimiento: Decree 20-2018 allows it to be formed by one or more individuals. Or operate as a comerciante individual with a personal NIT.
• You are a few partners with no plans to add shareholders. Compare the S.R.L..
• You are testing a side project. You can operate under your personal NIT first and form a company later.
• You will close soon. See what dissolving a company involves before forming one.

Related Guides

• Business Formation Hub — Entity selection and full process overview
• S.R.L. Constitution — The alternative for a few partners
• Foreigner’s Guide — Non-resident formation specifics
• Foreign Investor Vehicle — Foreign investors
• Dissolving a Company — When you need to close
• Employee vs Contractor — Hiring decision tree
• NIT for Business — Closing the corporate NIT at end of life
• Returning + Property Investment (Diaspora) — Diaspora use case
• Factura Electronica FEL — Electronic invoicing
• ISO Solidarity Tax — Solidarity tax

Sources read between September and October 2026: Code of Commerce (Decree 2-70) in the Berger Pemueller compilation with the reforms of Decrees 18-2017, 20-2018 and 55-2010; Civil Code (Decreto Ley 106), Arts. 1728-1729; Notarial Code, Art. 109; Tax Code (Decree 6-91), Art. 120; Decree 10-2012 (Ley de Actualizacion Tributaria), Arts. 36-39, 44-45, 93; IVA Law (Decree 27-92), Art. 10; Registro Mercantil fee list (2024), the Registro Mercantil company-inscription guide (read 10 October 2026) and Acuerdo Gubernativo 207-93 as reformed by 118-2014. Consult a Guatemalan notario or abogado for your situation.