- Constitutive deed before a Guatemalan notary (signed by you as single owner)
- Current DPI (national ID) + Boleto Ornato
- Paid-in capital deposited in a bank account in the EIRL's name (Q5,000 minimum)
- Valid trade name reservation (Q15-25, 30-day validity)
- RM fee payment receipt
- Registered accountant identified (required from day 1)
The EIRL (Empresa Individual de Responsabilidad Limitada — Individual Limited Liability Enterprise) is the natural structure for a solo founder who wants the simplicity of a sole proprietor with the liability protection of a corporation. One owner, Q5,000 minimum paid-in capital, limited liability — personal assets are insulated from business debts.
Quick summary: Single owner, Q5,000 minimum paid-in capital, limited liability to your contribution + company assets. Requires constitutive deed before notary, RM inscription, mandatory registered accountant per Art. 371, authorized accounting books per Art. 368, 372. Trade-off vs. Comerciante Individual: more setup cost (Q2,000-4,000) but personal asset protection.
Key facts
| Legal basis | Code of Commerce (Decree 2-70), Articles 6, 92, 368, 371, 372 |
| Owners | 1 (single) |
| Minimum paid-in capital | Q5,000 |
| Liability | Limited to contribution + company assets |
| Notarial deed required | Yes |
| Registered accountant required | Yes (Art. 371) |
| Total setup cost | Q2,000-4,000 (excludes the Q5,000 capital itself) |
| Setup time | 3-5 weeks |
| Validity | Permanent (annual Patente de Comercio renewal) |
The EIRL value proposition — single owner, limited liability
The EIRL solves a specific problem: a solo founder who wants to protect personal assets but does not want to bring in a partner.
| Goal | Sole Proprietor | EIRL | S.A. / S.R.L. |
|---|---|---|---|
| Single owner | Yes | Yes | No (2+ required) |
| Limited liability | No | Yes | Yes |
| No partner required | Yes | Yes | No |
| Personal asset protection | No | Yes | Yes |
| Notarial deed | No | Yes | Yes |
| Mandatory accountant | Only if > Q20,000 | Yes (Art. 371) | Yes |
| Minimum capital | None | Q5,000 | Q5,000 |
The EIRL fills the gap between the cheapest option (sole proprietor with unlimited liability) and the multi-partner societies (S.A., S.R.L.).
When to choose an EIRL
Strong reasons to choose EIRL over sole proprietor:
| Reason | Why EIRL |
|---|---|
| You have personal assets to protect (home, savings, vehicle) | Limited liability shields them from business creditors |
| Your business involves any physical risk (employees, customers on premises, food, products) | Unlimited liability is dangerous |
| You plan to grow above Q20,000 in business assets | You need an accountant anyway (Art. 371) — might as well get limited liability |
| You want to be taken more seriously by banks, large suppliers, corporate customers | “EIRL” signals more structure than “Comerciante Individual” |
| You may eventually convert to S.A. or S.R.L. | EIRL is closer in structure — conversion is smoother |
Reasons to stay with sole proprietor:
| Reason | Why sole proprietor |
|---|---|
| Very low business risk (pure consulting, freelance writing, etc.) | Liability exposure is minimal |
| Total business assets will stay under Q20,000 | Accountant not yet required |
| You want minimum setup cost and complexity | Q150 vs. Q2,000-4,000 |
| You may close the business within a year | Setup vs. lifetime cost ratio matters |
Article 92 — bank deposit of capital
Article 92 of the Code of Commerce applies to the EIRL just as to societies:
“Cash contributions must be deposited in a bank account in the company’s name, and the notary must certify this in the constitutive deed.”
In practice:
- You open a bank account in the EIRL’s name (you may need a draft inscription document to open the account; your notary coordinates)
- Deposit at least Q5,000 of paid-in capital
- The bank issues a voucher
- Notary includes the voucher and certifies the deposit in the deed
- The capital stays in the EIRL account (you can use it for operations after inscription completes)
Common banks: Banrural, BAM, Banco Industrial, G&T Continental.
Step-by-step EIRL registration
Step 1 — Reserve trade name (1-3 days)
Reserve the EIRL’s name at RM e-Tramites. Cost Q15-25, validity 30 days. The name should include the legend “Empresa Individual de Responsabilidad Limitada” or the abbreviation “EIRL” — similar to how S.A.’s require their suffix.
Step 2 — Notary drafts constitutive deed (3-10 days)
The deed contains:
- Your full identification as single owner (DPI, address)
- EIRL denomination with mandatory “EIRL” legend
- Corporate purpose
- Authorized and paid-in capital (Q5,000 minimum)
- Legal representative (typically you)
- Fiscal domicile
- Duration
Notary fees: Q1,500-3,000.
Step 3 — Bank deposit (1-2 days)
Deposit at least Q5,000 in the EIRL’s bank account per Art. 92. Bank issues voucher. Notary certifies in the deed.
Step 4 — Pay RM fees
Approximate fees:
| Fee | Amount |
|---|---|
| Inscription | Q400-800 |
| Patente de Comercio | Q150 |
| Certification (optional) | Q25-50 |
Step 5 — File at RM
Upload to e-Tramites or file in person at 8a Avenida 10-43 Zona 1. RM review window: 7-15 business days.
Step 6 — Patente de Comercio issued
If everything is in order, RM:
- Registers the EIRL in the electronic registry
- Issues the Patente de Comercio
- Your EIRL is legally constituted
Step 7 — Authorize accounting books at RM
Per Articles 368 and 372, your EIRL must keep the four mandatory books (Inventories, Daily, Ledger, Financial Statements) and they must be authorized by RM before use. Fee: Q5 per sheet. See Accounting Books Authorization.
Step 8 — SAT NIT, regime, FEL (1-3 days)
Register your EIRL’s NIT at SAT, choose tax regime, enroll in electronic invoicing (FEL). See How to get your NIT.
Step 9 — Engage your registered accountant
Per Art. 371, mandatory from day one. Typical fees Q300-800/month for a small EIRL.
What can the EIRL be used for
The EIRL’s corporate purpose can be virtually any lawful commercial activity. Common use cases for diaspora founders:
| Activity | Why EIRL fits |
|---|---|
| Real estate holding and rental | Limited liability protects you from tenant disputes |
| Import/export | Limited liability protects you from customs and supplier disputes |
| E-commerce with inventory | Limited liability protects you from product liability |
| Manufacturing or assembly | Limited liability protects you from workplace incidents |
| Restaurant or food service | Critical — food liability risk is significant |
| Consulting with employees | Limited liability separates your personal exposure from team risks |
| Software / SaaS solo operation | Cleaner structure for receiving foreign payments |
| Personal-services franchise | Protects your assets from local franchisor disputes |
US diaspora — EIRL from abroad
The remote setup process is identical to the S.A. workflow:
- Grant a power of attorney to a representative in Guatemala (signed before US notary public, apostilled by your state’s Secretary of State, sworn-translated into Spanish if drafted in English).
- Your attorney-in-fact signs the constitutive deed with the Guatemalan notary using your power.
- Cash contribution of Q5,000+ is wired to the EIRL bank account; your attorney-in-fact coordinates the bank opening.
- Notary certifies the deposit in the deed per Art. 92.
- RM filing via e-Tramites or in person.
- Patente de Comercio issued to your EIRL.
- SAT NIT registered for the EIRL.
Total time from the USA: 6-10 weeks including apostille + shipping.
For 100% foreign-owned EIRLs, the same sector restrictions apply as for other foreign-owned entities:
- Strategic mining requires national majority
- Border-zone land (15 km from any border) restricted for foreigners
- Most other sectors allow full foreign ownership
Common errors
| Error | Likely cause | Fix |
|---|---|---|
| Paid-in capital < Q5,000 | Tried to start lower | Increase deposit to at least Q5,000 before signing deed |
| Missing “EIRL” in denomination | Forgot mandatory legend | Notary amends deed; mandatory like S.A. legend |
| No accountant engaged at start | Thought Art. 371 didn’t apply | Engage Perito Contador immediately — applies from day one |
| Books not authorized before use | Started bookkeeping pre-authorization | Stop entries, file authorization at RM, restart in authorized books |
| Single owner unclear in deed | Confused with S.R.L. structure | Deed must clearly identify the one owner with no partners |
| Bank account opened personally not in EIRL name | Confused personal and business accounts | Reopen account in EIRL name; deposit Q5,000 there |
| DPI expired | Missed renewal | Renew at RENAP before signing deed |
Cluster mesh
Once your EIRL is operating
Your ongoing obligations as an EIRL owner:
| Obligation | Frequency | Where |
|---|---|---|
| Patente de Comercio renewal | Annual | RM (Q150) |
| Year-end balance | Annual | Accountant signs |
| SAT ISR annual return | Annual (Mar 31) | SAT |
| Monthly IVA filings | Monthly | SAT |
| Payroll filings (if employees) | Monthly | SAT + IGSS |
| Accounting books up to date | Continuous | Accountant |
| Boleto Ornato | Annual (January) | Local municipality |
See Annual RM Update for the full year-end cycle.
Related resources
- Mercantile Registry Hub — all RM procedures
- Sole Proprietor — cheapest alternative
- Corporation (S.A.) — multi-investor option
- Limited Liability Company (S.R.L.) — 2-20 partners option
- Accounting Books Authorization — Art. 368, 372 compliance
- Patente de Comercio — annual renewal
- Annual RM Update — year-end obligations
- NIT at SAT — mandatory tax ID
Sources: Code of Commerce of Guatemala (Decree 2-70 of the Congress of the Republic), Articles 6, 92, 368, 371, 372 — consulted via Puerto Quetzal archive and Congress of the Republic. Relevant reforms: Decree 40-99 (Art. 368), Decree 58-96 (Art. 371). 2026 RM fees: registromercantil.gob.gt. Verified: May 2026.