- Constitutive deed before a Guatemalan notary (signed by ALL partners)
- Current DPI (national ID) for each partner + Boleto Ornato
- Paid-in capital deposited in a bank account in the company's name (Q5,000 minimum)
- Valid trade name reservation (Q15-25, 30-day validity)
- RM fee payment (Q300-700 base + 6 per thousand on capital)
The Sociedad Anonima (S.A. — corporation) is the most common legal vehicle for mid-size and large businesses in Guatemala. Its defining feature: capital is divided and represented by shares, and each shareholder’s liability is limited to the shares they subscribe — personal assets are insulated from corporate debts.
Quick S.A. summary: Minimum 2 partners, initial paid-in capital Q5,000 (Art. 90 Code of Commerce), name must include the mandatory “S.A.” legend (Art. 87), RM fees Q300-700 + 6 per thousand, RM review 7-15 business days. The S.A. is ideal for businesses with multiple investors or that plan to raise outside capital. The Q200 minimum-capital figure circulating on some sites is outdated — it corresponds to the version before the Decree 18-2017 reform.
Key facts
| Legal basis | Code of Commerce (Decree 2-70), Articles 86-194 |
| Minimum paid-in capital | Q5,000 (Art. 90) |
| Payment at share subscription | At least 25% of nominal value (Art. 89) |
| Minimum partners | 2 (no maximum) |
| Liability | Limited to subscribed shares |
| Mandatory name suffix | Sociedad Anonima (may be abbreviated S.A.) |
| Total incorporation time | 3-5 weeks |
| RM fees | Q300-700 base + 6 per thousand on capital |
| Validity | Permanent (annual Patente de Comercio renewal) |
What is a Sociedad Anonima — Article 86 verbatim
Article 86 of the Code of Commerce (Decree 2-70) defines the S.A. literally:
“A sociedad anonima is the company whose capital is divided and represented by shares. The liability of each shareholder is limited to the payment of the shares they have subscribed.”
Three elements define the S.A.:
- Capital fractioned into shares — each ownership unit is a “share” with a defined nominal value.
- Limited liability — a shareholder who contributed Q5,000 is exposed only up to Q5,000; personal assets are NOT reached for corporate debts.
- Transferable shares — shares can be sold, gifted, or inherited without requiring consent from other shareholders (unlike the S.R.L., where transferring contributions requires consent of 50%+ partners).
Capital structure: authorized, subscribed, paid-in
Three concepts often confused:
| Concept | Definition (Code of Commerce) | Example Q-value |
|---|---|---|
| Authorized Capital (Art. 88) | Maximum the company may issue in shares WITHOUT a formal capital increase. | Q500,000 (stated in the deed) |
| Subscribed Capital | Portion of authorized that partners commit to contribute at incorporation. | Q100,000 (subscribed by the 2 partners) |
| Paid-In Capital (Art. 89, 90) | Portion of subscribed actually deposited. At subscription, at least 25% of nominal value must be paid. Initial paid-in must be at least Q5,000. | Q25,000 (25% of subscribed, above the Q5,000 floor) |
Practical example: an S.A. with Q500,000 authorized capital can be incorporated with as little as Q5,000 paid-in (the legal floor), provided that Q5,000 represents at least 25% of the capital each partner has subscribed.
Step-by-step incorporation
Step 1 — Reserve trade name (1-3 days)
- Log into RM e-Procedures
- Search availability of the desired name
- If available, pay the Q15-25 fee and reserve
- Reservation validity: 30 days (enough time to draft the deed)
Step 2 — Notary drafts the constitutive deed (3-10 days)
The deed must contain:
- Full identification of partners (DPI national ID, address)
- Corporate name (with mandatory S.A. legend — Art. 87)
- Corporate purpose
- Authorized, subscribed, and paid-in capital
- Number, nominal value, and class of shares
- Governance bodies (board of directors, management, auditor)
- Fiscal domicile
- Term of the company
Typical notary fees: Q1,500-3,000 depending on complexity.
Step 3 — Bank deposit of paid-in capital (1-2 days)
Under Article 92, cash contributions must be deposited in a bank in the company’s name, and the notary must certify this in the deed. Common banks: Banrural, BAM, Banco Industrial, G&T Continental. They issue a voucher that the notary includes as part of the filing.
Step 4 — Pay RM fees
| Fee | Amount |
|---|---|
| Base inscription | Q300-700 depending on capital |
| + 6 per thousand on capital | Capital × 0.006 |
| Patente de Comercio (business license) | Q150 |
| Certification (optional) | Q25-50 |
Example: an S.A. with Q100,000 capital → Q500 base + (100,000 × 0.006) = Q1,100 RM + Q150 patente = Q1,250 total RM fees.
Step 5 — File at RM (e-Procedures or in person)
- Upload deed, payment receipts, and bank deposit certificate to e-Tramites
- In person: 8a Avenida 10-43 Zona 1, Guatemala City
- RM review window: 7-15 business days
Step 6 — Patente de Comercio issued + electronic registry entry
If everything is in order, RM:
- Registers the company in the electronic registry
- Issues the Patente de Comercio (the document evidencing active mercantile registration)
- Your S.A. is legally constituted and operational
After the RM — mandatory follow-on procedures
| Step | Entity | Time | Cost |
|---|---|---|---|
| 1. Company NIT (tax ID) | SAT | 1-3 days | Free |
| 2. Authorize accounting books | SAT | 1-3 days | Q0.50/sheet |
| 3. Employer registration (if 3+ employees) | IGSS | 5-10 days | Free |
| 4. Municipal license | Local muni | 5-30 days | Variable |
| 5. Fire department (physical premises) | CVB | 5-15 days | Q150-500 |
| 6. Trademark and logo (if needed) | RPI / MINECO | 6-12 months | Q800-1,500/class |
| 7. RECIT labor contracts (when hiring) | MINTRAB | 3 days | Free |
See the parent step-by-step guide at the Mercantile Registry hub.
S.A. vs S.R.L. vs EIRL — which to pick
| Aspect | S.A. | S.R.L. | EIRL |
|---|---|---|---|
| Partners | 2-no maximum | 2-20 | 1 |
| Minimum paid-in capital | Q5,000 | Q5,000 | Q5,000 |
| Capital represented in | Shares | Contributions | Single contribution |
| Liability | Limited to contribution | Limited to contribution | Limited to contribution |
| Transfer | Free | Requires 50%+ partner consent | N/A |
| Best for | Multiple investors, external capital, scale | Family, stable partners | Solo founder protecting personal assets |
US diaspora — incorporate from the USA without traveling
It is fully feasible. The steps:
- Grant a general power of attorney to a trusted representative in Guatemala (family member, lawyer, gestor).
- Sign the power before a US notary public. The notary verifies your identity and signature.
- Apostille the power through the Secretary of State office of the state where the notary is commissioned (NOT the federal Department of State). Cost: $10-30, time 1-2 weeks. Each state has its own process.
- Sworn translation to Spanish if the power is drafted in English (by a recognized sworn translator in Guatemala or the USA).
- Ship the apostilled and translated power to your attorney-in-fact in Guatemala (DHL/FedEx, 2-4 days).
- Your attorney coordinates: name reservation, deed, bank deposit, fees, RM filing.
- Once RM approves, you receive a digital copy of the Patente de Comercio.
Total time from the USA: 6-10 weeks including apostille + shipping.
Extra cost vs. incorporating in person: ~$50-150 (apostille + shipping + translation) + your gestor’s professional fee if applicable (Q1,000-3,000).
For 100% foreign-owned corporations
Most sectors allow full foreign ownership in Guatemala. Specific restrictions apply in:
- Strategic mining (gold, silver, nickel — national majority often required)
- Certain telecommunications concessions
- Border-zone land (15 km from any border — restricted for foreigners)
For everything else (commerce, services, manufacturing, technology, BPO, real estate outside restricted zones), 100% foreign ownership is legal and common.
Common errors that delay RM review
| Error | Likely cause | Fix |
|---|---|---|
| Name reservation expired | 30 days elapsed since reservation | Re-reserve (Q15-25) before filing |
| Paid-in capital < Q5,000 | Confused with the old Q200 figure | Increase bank deposit to at least Q5,000 |
| Payment on subscription < 25% of nominal value | Misreading of Art. 89 | Each partner pays at least 25% on subscription; adjust before filing |
| Authorized capital advertised without paid-in | Oversight in deed or marketing | Amend to state both (Art. 93 — Q25-Q500 fine) |
| Expired DPI for any partner | Missed renewal | Renew DPI before signing the deed |
| Missing bank certification of deposit | Notary did not attach voucher | Notary must certify Art. 92 verbatim |
| Corporate purpose too generic | Template copied without tailoring | Spell out concrete activities aligned with CIIU codes |
| Partner missing valid Boleto Ornato | Forgotten admin document | Pay Boleto Ornato in the partner’s municipality (Q5-150 depending on income) |
Without your S.A. registered, you cannot…
Capital increase or reduction — Article 203
When an S.A. grows or restructures, eventually it needs to increase or reduce capital. Article 203 of the Code of Commerce sets the process:
“The increase or reduction of corporate capital must be resolved by the corresponding body of each company in the form and terms set by its bylaws. The resolution must include the amount of the increase or reduction and the method of payment.”
Practical steps:
- General assembly of shareholders approves the change
- Notary protocolizes the minutes and amends the bylaws
- Pay RM fee (Q300-1,000 depending on magnitude)
- File at RM, review 5-15 business days
Founders’ participation — Article 95
An important protection for non-founding shareholders: Article 95 caps the preferential participation of founders.
“Participation granted to founders in annual net profits shall not exceed ten percent (10%), nor cover a period longer than ten (10) years from the constitution of the company. This participation cannot be paid until shareholders have first received a dividend of at least five percent (5%) on the nominal value of their shares.”
This means:
- Founders may reserve up to 10% of annual net profits
- For a maximum of 10 years from incorporation
- Only after paying all shareholders at least a 5% minimum dividend
- Past the 10 years, founders are treated like any other shareholder
Related resources
- Mercantile Registry Hub — every RM procedure in one place
- Limited Liability Company (S.R.L.) — 2-20 partners alternative
- EIRL — Single-Owner Limited Liability — solo founder with asset protection
- Sole Proprietor (Comerciante Individual) — fastest, cheapest option
- Modify Bylaws — later changes to capital, purpose, partners
- Cancel a Company — dissolution and liquidation
- Company NIT at SAT — mandatory next step
- SAT Guatemala — IVA, ISR, electronic invoicing
Sources: Code of Commerce of Guatemala (Decree 2-70 of the Congress of the Republic), Articles 86-95, 196-203 — consulted via Puerto Quetzal archive and Congress of the Republic. Relevant reforms: Decree 62-95 (Art. 8), Decree 18-2017 (Q5,000 minimum paid-in capital). 2026 RM fees: registromercantil.gob.gt. Verified: May 2026.