The Sociedad de Responsabilidad Limitada (SRL), Guatemala’s equivalent of a Limited Liability Company (LLC), is a business structure that offers limited liability protection while maintaining a simpler administrative framework than a Sociedad Anonima (S.A.). The SRL is well-suited for small to medium businesses, family enterprises, and professional practices where the number of partners is small and the ownership structure is relatively stable.
Guatemala’s SRL structure limits the number of partners to a maximum of 20, and capital is divided into cuotas de participacion (participation shares) that cannot be freely traded like corporate stock. Transferring ownership in an SRL requires the consent of other partners and a modification of the escritura social, which adds a layer of control that many family businesses prefer. Liability is limited to the capital each partner contributes, meaning personal assets are protected from business debts.
Registration follows the same general process as other commercial entities at the Registro Mercantil, beginning with the drafting of an escritura publica (public deed) before a Guatemalan notary. The process is straightforward but requires attention to detail in the escritura to ensure all legal requirements of the Codigo de Comercio are met. Many entrepreneurs hire a specialized business lawyer (abogado mercantilista) to handle both the notarial work and the Registro Mercantil filing.
Quick summary: An SRL costs approximately Q430 ($55 USD) in government fees plus Q3,000-Q8,000 in notarial fees. Maximum 20 partners. Minimum capital Q5,000. Processing takes 2-3 weeks at the Registro Mercantil.
Information verified March 2026.
SRL vs. S.A. Comparison
| Feature | SRL | S.A. |
|---|---|---|
| Max partners | 20 | Unlimited |
| Min partners | 2 | 2 |
| Min capital | Q5,000 | Q200 |
| Share type | Participation quotes | Tradeable stock |
| Transfer of ownership | Requires partner consent | Freely transferable |
| Administration | Simpler | More complex (board, etc.) |
| Best for | Small/family businesses | Larger enterprises, investors |
Requirements
- Formulario SATRM-02 (two originals)
- Escritura publica de constitucion (public deed of incorporation)
- DPI or passport of all partners (copies)
- DPI of the legal representative
- Payment receipts for registration fees
- Proof of business address (utility bill)
Step-by-Step Process
- Hire a notary to draft the escritura publica de constitucion
- Deposit the minimum paid capital (Q5,000) in a bank account
- Complete formulario SATRM-02 (two copies)
- Pay registration fees at Banrural (~Q430)
- Submit the complete file at the Registro Mercantil
- Registro Mercantil reviews (juridical review and SAT validation)
- SAT assigns NIT automatically during the process
- Receive patentes (commercial licenses) and affix Q50 fiscal stamps to each
Tips & Common Mistakes
- Choose between SRL and S.A. carefully. If you plan to bring in outside investors or eventually go public, an S.A. is more flexible. If you want a tight-knit partnership with controlled ownership, the SRL is better.
- The Q5,000 minimum capital must be fully paid at incorporation, unlike an S.A. where only a portion needs to be paid initially.
- All partners must agree to ownership transfers. This is a feature, not a bug — it prevents unwanted partners from entering the business. But if you need flexibility, consider an S.A. instead.
- Renew your patente annually. The Q100 annual renewal at the Registro Mercantil is mandatory. Failure to renew can result in cancellation.
- Register with SAT, IGSS, and your municipality after receiving your Registro Mercantil registration. These are separate but required steps for operating legally.