Quick summary: Decreto 20-2018 (Ley de Fortalecimiento al Emprendimiento, published in the Diario de Centro America on 29 October 2018) created the sociedad de emprendimiento: a company of one or more individuals whose name ends in “Sociedad de Emprendimiento” or “S.E.” (Commercial Code Art. 1041), formed online at the Registro Mercantil with electronic signatures and no public deed (Arts. 1042-1043). Its annual income may not exceed Q5,000,000 (Art. 1040) and all shares must be paid within two years (Art. 1045).
Correction (25 September 2026): earlier versions of this page called this company a “Sociedad Emergente” and described a five-year preferential tax regime, a list of excluded activities, a Q275 fee, a Q3,000,000 revenue threshold and a residency rule for the legal representative. None of that is in Decreto 20-2018, which we read in full on 25 September 2026, and we have removed it. What follows is what the decree says.
What the Decree Says
| Rule | What the text says | Article (Commercial Code, as added by Decreto 20-2018) |
|---|---|---|
| Definition | Formed by one or more individuals (personas fisicas) who are only obliged to pay their contributions, represented in shares; a legal person separate from its shareholders | 1040 |
| Income cap | Total annual income may not exceed Q5,000,000; above it, the company must transform into another form within six calendar months; the amount is updated each January 1 | 1040 |
| If it does not transform | Shareholders answer to third parties subsidiarily, jointly and without limit | 1040 |
| Name | Freely chosen but distinct from any other company, always followed by “Sociedad de Emprendimiento” or “S.E.” | 1041 |
| Requirements | One or more shareholders; consent under the bylaws the Registro Mercantil provides in its electronic system; authorization to use the name; an electronic-signature certificate for every shareholder; no public deed or other formality | 1042 |
| Contributions | Cash only | Decreto 20-2018, Art. 16 |
| Paying for shares | Within two years of registration; once fully paid, a notice is published in the Registro’s electronic system | 1045 |
| Legal reserve | Not subject to the 5% legal reserve | 36 (amended) |
| Sole shareholder | Gathering all shares in one person is not a cause of dissolution for this company | 237 item 5 (amended) |
| Shares on an exchange | May not be sold or placed on any stock exchange; to do so the company must adopt another form | 1054 |
| Gap-filling | The sociedad anonima rules apply where this chapter is silent, as do the rules on merger, transformation, split, dissolution and liquidation | 1053 |
How Formation Works (Art. 1043)
The electronic formation system is run by the Registro Mercantil. The decree lists these steps:
- A file is opened for each formation.
- The shareholders select the bylaw clauses the Registro Mercantil makes available in the system.
- The system generates the company contract, which every shareholder signs electronically with an advanced electronic-signature certificate.
- The Registro Mercantil checks that the contract meets article 1044 and, if it does, registers it electronically.
- The system issues the registration notice (razon de inscripcion) digitally.
- The company’s existence is proven with the company contract and the patente.
- The shareholders who request the formation are responsible for the truth of the information they enter.
The steps according to the Registro Mercantil
The Registro Mercantil’s requirements sheet for registering a sociedad de emprendimiento (file uploaded in January 2024 and linked from its Modificaciones page, which marks the procedure as online only; read 8 October 2026) asks you to:
- Request from the Registro a certificate authorizing use of the company name, paying the corresponding fee (the sheet does not give the amount).
- Create an account on the Registro Mercantil e-portal (eportal.registromercantil.gob.gt).
- Choose the Sociedades de Emprendimiento option and fill in the application; the system generates the contract.
- Have the shareholders sign the company contract with an advanced electronic signature.
- Upload the signed contract, the name certificate, each shareholder’s DPI and the payment slips for the fees below.
| Fee listed by the Registro Mercantil | Amount |
|---|---|
| Preparing the edict (edicto) | Q30.00 |
| Publishing the edict | Q200.00 |
| Authorizing the company books | Q0.20 per page |
| Authorized capital of Q500,000 or more | Q8.50 per thousand, not exceeding Q40,000 |
| Registering the legal representative’s appointment | Q150.00 |
| Registering the business (empresa mercantil) | Q100.00 |
The four fixed amounts add up to Q480, plus the books and, where it applies, the capital fee; the name certificate is paid separately. The sheet asks for a DPI and does not mention the passport that article 1044 allows for foreign shareholders, so a foreign shareholder should confirm with the Registro which document to upload.
What the bylaws must contain (Art. 1044)
Name; full names, addresses, current NIT and email of each shareholder; full name of the administrator; the company’s domicile and duration; how shares are subscribed and paid; the number, par value and type of shares; the votes per shareholder; the corporate purpose; the form of administration; a clause on shareholders’ subsidiary and joint liability for conduct classified as crimes; and each shareholder’s CUI, or passport number for a foreigner.
Running the Company
- Shareholders’ meeting: the supreme body, made up of all shareholders; resolutions by majority vote, recorded in a book of resolutions (Art. 1046). The administrator calls it at least once a year, and it may be held by any remote-communication method (Art. 1048). If the administrator does not call it within fifteen days of a shareholder’s request, a judge of the company’s domicile may call it.
- Administrator: representation is held by the administrator appointed through the Registro Mercantil’s electronic system, a role performed by a shareholder; by the appointment alone the administrator may carry out all acts and contracts within the corporate purpose (Art. 1047).
- Bylaw changes: decided by majority vote (Art. 1049).
- Disputes: unless otherwise agreed, arbitration and alternative dispute resolution are to be preferred (Art. 1050).
- Profits: unless otherwise agreed, distributed in proportion to each shareholder’s shares (Art. 1051).
- Annual financial report: the administrator publishes it in the electronic system under rules issued by the Ministry of Economy; failing to do so for two consecutive years leads to dissolution (Art. 1052).
Tax and Banking Provisions in the Decree
- Investor deduction (Art. 35): a contribution by an individual or company to a sociedad de emprendimiento registered with the Registro Mercantil is treated as non-reimbursable capital and is deductible from income tax, up to 5% of gross income and a maximum of Q500,000 a year. The contributor may have no other participation or benefit in the company.
- Bank accounts (Art. 37): banks had one month from the decree’s entry into force to adjust their requirements so a sociedad de emprendimiento can open an account with its patente, the appointment of its legal representative and that person’s DPI or passport, without prejudice to anti-money-laundering and counter-terrorism-financing controls.
The decree does not create a reduced VAT or income-tax regime for the company itself; its ordinary tax registration (NIT, invoicing) is covered in the guides linked below.
What We Could Not Confirm
- The fee for the name certificate: the Registro Mercantil’s requirements sheet says the corresponding fee is paid but does not give the amount.
- The regulation (reglamento): article 38 ordered the Ministry of Economy to issue one within sixty days of the decree taking effect. We have not read it, so this page does not rely on it.
- The current income cap: article 1040 says the Q5,000,000 figure is updated every January 1; we have not seen a published update.
Related Guides
- Entity Types Comparison — Guatemala’s business structures side by side
- Business Formation Hub — All our resources on starting a business in Guatemala
- Foreigner’s Guide to Starting a Business
- NIT Setup — After formation, get your tax ID
- FEL Activation — Electronic invoicing setup
- IGSS Employer Registration — If you will hire employees
General guidance, not legal advice. Decreto 20-2018 read in the OAS SICE copy of the Diario de Centro America edition of 29 October 2018; Commercial Code read in the Organismo Judicial’s Archivo General de Protocolos copy; both checked on 25 September 2026; Registro Mercantil requirements sheet read on 8 October 2026.