S.R.L. (Sociedad de Responsabilidad Limitada) in Guatemala 2026: 2-20 Partners, No Minimum Capital

A Sociedad de Responsabilidad Limitada (S.R.L.) is a company made up of several socios who are only bound to pay their aportaciones: company debts are answered only by the company’s assets and, where the escritura agrees it, an extra sum on top of the aportaciones (Code of Commerce, Art. 78). It allows at most 20 socios (Art. 79) and its capital is divided into aportaciones, not shares. It is regulated by Decreto 2-70 (Codigo de Comercio), Arts. 78-85.

This guide covers the constitution process and the published fees as they stand in October 2026.

Re-checked 10 October 2026 against the Code of Commerce text: the S.A. governance row said Junta Directiva + Asamblea; the Code speaks of a sole administrator or a consejo de administración (Art. 162) and a general shareholders’ meeting, the asamblea general (Art. 132). Unsourced recommendations (who each company type suits, venture-capital investors, FEL) were also removed, and the S.R.L.’s administration articles (Arts. 44-49, 65 and 85) are now cited.

Who Should Choose S.R.L.

What the Code of Commerce requires or allows, so you can compare it with your case:

• 2 to 20 socios: several socios (Art. 78), at most 20 (Art. 79); the Civil Code defines a company as a contract between two or more persons (Art. 1728).
• No shares: aportaciones cannot be represented by titles or called shares (Art. 78).
• Entry of socios by deed: entry is formalised in escritura pública; modifying the escritura requires unanimity unless it sets a majority (Art. 16).
• No socio industrial: Art. 82 rules out a socio industrial in this type of company.

If you are a solo founder, see the sociedad de emprendimiento (Decree 20-2018), which can be formed by one or more persons. If you need to issue shares, the S.A. is the company whose capital is divided into shares (Art. 86).

Capital Structure and Socios

Socios: several (Art. 78); as a company it is a contract between two or more persons (Civil Code, Art. 1728). Maximum socios: 20 (Art. 79). The S.A. has no such cap.

Minimum capital: none. The Codigo de Comercio (Decreto 2-70, Arts. 78-81) sets no minimum capital amount for an S.R.L. — Art. 81 requires only that whatever capital is declared be fully and effectively paid (integra y efectivamente pagado) before the escritura constitutiva is signed. The Q200 minimum is the Sociedad Anonima rule (Art. 90, reformed by Decreto 18-2017) and does not apply to the S.R.L.

How much capital to declare is a practical choice, not a legal minimum; discuss it with your notario and your bank.

Capital structure: divided in aportaciones, not shares. Aportaciones cannot be represented by titles or called shares (Art. 78); the entry of a new socio is formalised in escritura pública; modifying the escritura requires unanimity unless it sets a majority (Art. 16). There can be no socio industrial (Art. 82).

Governance:

• Administradores or gerentes — one or more, socios or not, holding the company’s legal representation (Art. 44) and powers for the ordinary course of business, which the escritura may limit (Art. 47). Unless agreed otherwise, the socios appoint and remove them (Art. 45).
• Junta general of socios — takes the decisions that the law or the escritura reserve to the socios; called by the administrators or by any socio, with at least 48 hours’ notice (Art. 65, applied to the S.R.L. by Art. 85).
• Oversight — unless the escritura sets up a consejo de vigilancia, every socio may ask the administrators for a report on the business and consult the company’s books (Art. 83).

Step-by-Step Constitution Process

Step 1: Pre-Constitution Decisions

Decide:

• Razon social — Code of Commerce Art. 80: a denominación must refer to the main business activity, a razón social is formed from the full name of one socio or the surnames of two or more, and either way must add Limitada or y Compañía Limitada (abbreviated Ltda. or Cía. Ltda.); if omitted, the socios answer for company debts subsidiarily, without limit and jointly. Objections over the name are filed after the edicto (Art. 350), so check beforehand that it is not in use.
• Objeto social — the main business activity, which the denominación must refer to (Art. 80).
• Capital + aportacion per socio — total declared and each socio’s aportacion, fully paid before the escritura (Art. 81).
• Administration — one or more administrators; if there are two and the escritura does not split their powers, they act jointly, and with three or more the majority decides in case of disagreement (Art. 49).
• Plazo — duration of the company.
• Domicilio — the company’s address in Guatemala.
• Transfer rules — whether a majority (instead of unanimity) can modify the escritura to admit a new socio (Art. 16).
• Liquidacion rules — what happens on the death or withdrawal of a socio.

Step 2: Escritura Publica with Notario

The S.R.L. is constituted via escritura publica before a Guatemalan notario (Code of Commerce, Art. 16; Civil Code, Art. 1729):

1. The notario drafts the escritura with what the socios agreed: capital, aportaciones and administration
2. The socios execute the escritura before the notario
3. The notario sends a special testimonio of the deed to the Archivo General de Protocolos within 25 business days of its execution (Notarial Code, Art. 37)

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.

For foreign socios who will not be present: documents from abroad, including a mandato granted outside Guatemala, must be legalized and, if in another language, translated into Spanish under oath by an authorized translator (Ley del Organismo Judicial, Art. 37, whose note points to the apostille convention). Ask your notario which mandato you need.

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).

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). Neither those articles nor the fee list set a review time; ask your notario.

RM fees:

• The Registro Mercantil fee list (PDF arancel_rm, read 1 September 2026) marks company inscription as a variable fee (code 7) and does not publish the formula for domestic companies.
• The same list charges Q200 for publishing new companies (code 11) and Q30 for edictos (code 9).
• The text of Acuerdo Gubernativo 207-93 with the 2014 reform (Acuerdo Gubernativo 118-2014) sets a Q0 fee for authorized capital of Q5,000 to Q299,999.99 and Q8.50 per thousand from Q300,000 (plus Q100 for the first business and Q125 for the first auxiliary), capped at Q35,000. The text consulted runs to the 2014 reform; confirm the current amount with your notario.

Correction (8 October 2026): this page said the Registro Mercantil charges a fixed Q425 fee plus 6 per thousand on capital, that the edicto is published for 8 days in the Diario de Centro America for about Q300, and that the inscription then becomes definitiva. 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 settles:

• The company’s NIT — SAT assigns a NIT to each taxpayer it registers (Art. 120); the company’s is separate from each socio’s personal NIT
• RTU + 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)
• IVA — 12% (IVA Law, Art. 10), with a tax period of one calendar month (Art. 2, numeral 7)
• FEL habilitation — see electronic invoicing (FEL)

Step 6: Bank Account Opening

Each bank sets its own requirements. Ask which documents it wants (patente, deed testimonio, Registro certification, the administrator’s or gerente’s ID, NIT, minutes of the junta general of socios authorizing the bank relationship), what initial deposit it asks for, and whether the gerente must appear in person.

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). 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. Electronic signature, FEL setup and sworn translations are priced by each provider.

S.R.L. vs S.A. — Quick Comparison

Foreign Socios in an S.R.L.

The Code of Commerce articles on the S.R.L. (Arts. 78-85) set no nationality requirement for socios. Points to settle with your notario:

• Administrator or gerente — ask what applies if they do not live in Guatemala
• Documents from abroad (passports, mandatos, foreign corporate records) — must be legalized and, if in another language, translated into Spanish under oath by an authorized translator (Ley del Organismo Judicial, Art. 37, whose note points to the apostille convention)
• Ask your bank whether the gerente must appear in person (see Foreigner’s Guide)

If you are a foreigner investing through a vehicle, see Foreign Investor Vehicle for holding property through a corporation, and why a corporation does not get around the Constitution’s coastal, lake and border limits.

Annual Compliance After Formation

If the business goes inactive, formally dissolve it instead of leaving compliance gaps.

Common Mistakes

• Forming an S.R.L. with 1 socio. Art. 78 speaks of several socios and the Civil Code defines a company as a contract between two or more persons (Art. 1728). With a single founder, see the sociedad de emprendimiento (Decree 20-2018).
• Picking an S.R.L. when you will need to issue shares. S.R.L. aportaciones cannot be called shares or represented by titles (Art. 78); shares belong to the S.A. (Art. 86).
• Not defining transfer rules. By default, modifying the escritura requires unanimity (Art. 16); a majority rule must be written into the escritura.
• Ignoring the capital-based fee. From Q300,000 of authorized capital the inscription fee is charged per thousand (2014 text of AG 207-93). Ask your notario how much capital to declare.
• Operating before registering with SAT. Registration comes before starting activities (Tax Code, Art. 120).

When NOT to Form an S.R.L.

• You are a single founder. A sociedad de emprendimiento (Decree 20-2018) can be formed by one or more persons.
• You need to issue shares. The S.A. is the company whose capital is divided into shares (Art. 86).
• More than 20 socios. Art. 79 caps the S.R.L. at 20; the S.A. has no such cap.
• The business is short-lived. Closing a company is its own procedure; see Dissolving a Company before you choose a vehicle.

Related Guides

• Business Formation Hub — Entity selection and full process overview
• S.A. Constitution — The company with share capital
• Foreigner’s Guide — Non-resident specifics
• Foreign Investor Vehicle — Holding property through a corporation
• Employee vs Contractor — Hiring decision tree
• Dissolving a Company — When closing time comes
• Payroll Guide — Once you hire your first employee
• Returning + Property Investment (Diaspora) — Diaspora use case
• Electronic invoicing (FEL) — SAT’s electronic invoice
• Closing NIT Guatemala — End-of-life NIT closure

Sources read between September and October 2026: Code of Commerce (Decree 2-70) in the Berger Pemueller compilation with the reforms of Decree 18-2017, Arts. 3, 16-17, 44-49, 65-67, 78-86, 90, 117, 128, 132, 162, 341-350 and 368 (read 1 October 2026); Civil Code (Decreto Ley 106), Arts. 1728-1729 (CENADOJ); Notarial Code, Arts. 37 and 109 (CENADOJ); Ley del Organismo Judicial, Art. 37 (CENADOJ); Decree 20-2018, Ley de Fortalecimiento al Emprendimiento (OAS SICE copy); Tax Code (Decree 6-91), Art. 120; Decree 10-2012 (Ley de Actualizacion Tributaria), Arts. 36, 38, 39, 44-45 (SAT consolidated text); IVA Law (Decree 27-92), Arts. 2 and 10; Registro Mercantil fee list (2024) and Acuerdo Gubernativo 207-93 as reformed by 118-2014. Consult a Guatemalan notario or abogado for situations specific to your partner structure or cross-border tax position.