Population
Honduras is ranked 91st in the population table, made up of 196 countries and has a moderate population density of 92 inhabitants per Km2. According to the latest update up to the year 2024, Honduras has a population of ten million two hundred ninety-four thousand (10,294,000) people.

Location
The Republic of Honduras is in Central America, bordering El Salvador to the southwest, Nicaragua to the southeast, Guatemala to the northwest, the Atlantic Ocean to the north, and the Pacific Ocean to the south, with a territorial extension of 112,492 km2.

Climate and Ecosystems
Due to its tropical geographical position and its proximity to the equator, its climate is variable in different parts of the country and influenced by the proximity to the Caribbean and the Pacific and the terrains' different altitudes. In general, there are two seasons a year, Winter and Spring.

Infrastructure
The Government of Honduras through the Ministry of Infrastructure and Transport has structured the Road Construction project. This program aims to serve 6,500 km (about 4038.91 mi) of the country's tertiary network, through specific interventions that guarantee the circulation of people and products. Its investment is six hundred billion lempiras (L 600,000,000.00) benefiting two point five million people (2.5mm) generating direct employment of thirty-four thousand two hundred ninety-seven jobs (34,297).

This ministry is also implementing the Municipal Interconnection Program Project whose purpose is to promote road development for the secondary network based on a technical and economic sustainability approach that allows for providing quality and durable infrastructure, with the purpose of generating better results in the production processes, circulation of people, generation of investments and local economic development, benefiting municipalities and its villages with primary roads.

One of the main projects of the current government is the construction of the hospital network at the national level, which includes the construction and improvement of hospitals in Ocotepeque, Olancho, Santa Barbara, and an emergency hospital in Roatán. Equipping and modernizing its infrastructure, it will have areas of care for internal medicine, pediatrics, general surgery, gynecology-obstetrics, orthopedic traumatology, and neonatology for the Honduran population.

Ports and Waterways
Honduras has 6 ports in total (on both coasts): Puerto Coxen Hole, Puerto de La Ceiba, Puerto Castilla, Puerto Cortés, Puerto de San Lorenzo and Puerto Tela. Most of these seaports are small and not suitable for international shipments.

Puerto Cortés is the only deepwater port in Central America and is the center for international shipments and containers. However, Puerto Castilla and Puerto de San Lorenzo have storage capacity and have great potential.

San Lorenzo is also the only Pacific-oriented port in the country. On the Atlantic Coast, this is the largest and most efficient port in Central America. It provides 24-hour service and has modern roll-on/roll-off (Ro-Ro) and refrigeration facilities. This port is operated and managed by the private company OPC (Central American Port Operator) through a concession granted by the National Port Company ("ENP"), the government agency in charge of regulating port operations.

Airports
Honduras has four international airports, with most of the traffic coming from Tegucigalpa, San Pedro Sula, Comayagua and La Ceiba. In addition, the Palmerola International Airport ("XPL") is the new and modern air terminal for Tegucigalpa and the Central zone of Honduras. This revolutionary project for the Honduran air sector required an investment of more than USD 200 million and replaced the operations of the old Airport, Toncontin located in the capital of Honduras. After six years of construction, flights at Palmerola began on Saturday, December 11, 2021. The airport has an area of almost 40,000 square meters, has seven bays, and has the latest in airport technology.

The project is being developed by Grupo EMCO through Palmerola International Airport under the public-private partnership modality. Thanks to its prestige, EMCO managed to obtain the support of Munich Airport International for the operation of Palmerola.

Water and Sanitation
Honduras is part of the project “Models of Intervention in Water and Sanitation for the dispersed rural area in Honduras”. To provide water and sanitation solutions in various rural communities, the project “Models of intervention in water and sanitation for the dispersed rural area in Honduras” was launched. The project is managed by the Inter-American Development Bank ("IDB") through the multi-donor fund Aquafund, in which the governments of Spain, Switzerland, Austria, the PepsiCo Foundation, Alimentos CARICAM, and the NGO Water for People participate. The program aims to improve access to drinking water and sanitation services for approximately 1,800 people in the municipalities of El Negrito in Yoro, Chinda in Santa Bárbara, and San Antonio in Cortés through the implementation of sustainable technological solutions. It is a pilot project and a final proposal on the adaptation of national regulations to provide solutions to these types of communities. The project has a budget of $525,000 (approximately 12 million lempiras) from Aquafund and $45,316 (approximately 1 million lempiras) from Water for People. It will end in February 2019. The project is aligned with Sustainable Development Goal No. 6: “Ensure availability and sustainable management of water and sanitation for all”, guaranteeing universal access to safe and sustainable drinking water and sanitation as a Human Right.

Electricity
The electrical energy sector in Honduras was managed by the municipalities until 1957 when the Empresa Nacional de Energia Electrica ("ENEE") was created, which oversaw the generation and distribution of electrical fluid in the country. The electrical sector currently has a small share in the national energy balance (wood 61%, petroleum 25%, electricity 5% and biomass 6%). In the last years of the decade of the eighties, ENEE dedicated itself almost exclusively to an ambitious program of expansion of substations and rural electrification work. The expansion of ENEE's physical facilities was not accompanied by institutional growth and strengthening, due to the lack of administrative capacity and debt with private energy producers. This led to a consequent deterioration in the quality of the service provided and a high level of losses. Currently, Empresa Energia Honduras administers the Operation and Maintenance of the Electric Distribution Network, the commercial Operation and its optimization, and the Reduction and Control of technical and non-technical losses.

Tourism
The objective of the Ministry of Tourism is to encourage the competitiveness of the industry through the provision of quality services, and the generation of good practices that impact local development, contributing to the strengthening of national identity and conservation of natural and cultural heritage.

The arrival of tourists in Honduras in the period from January to March 2023 reached 685,772 visitors, increasing the income of persons in the national territory by 42.4%, compared to those registered in the first quarter of 2022. According to data from the Statistics Department of the Ministry of Tourism, the major type of visitors are cruise passengers.

Types of companies include:

• Sole Proprietorship
  Owned and operated by a single individual. The owner has complete control over the business and is personally liable for all debts and obligations. Unlimited liability.
• Partnership
  Consists of two or more partners who share management, profits, and losses. Generally, partners are individuals who share liability. Unlimited liability for all partners.
• Limited Partnership
  Like a general partnership but includes general partners (who manage the business and have unlimited liability) and limited partners (who invest capital but have liability limited to their investment). General partners have unlimited liability, while limited partners have liability restricted to their investments.
• Limited Liability Company
  Composed of up to 25 members. Members have limited liability, and the company is a separate legal entity. It must have a defined capital structure. Limited to the amount of capital contributed.
• Corporation
  A legal entity separates itself from its shareholders. Shareholders are not personally liable for the corporation’s debts. Requires at least two shareholders and can have an unlimited number. Limited to the capital invested in shares.
• Foreign Company
  A branch of a foreign company. The branch must register with the Honduran authorities and follow local laws. It operates under the name of a foreign company. Generally, it has the same legal standing as a local company, but foreign parent companies may face different regulations.
• Joint Venture
  A temporary partnership between two or more businesses to achieve a specific project. It allows for shared resources, risks, and profits. It depends on the agreements made between the partnering companies.
• Non-Profit Organization
  Created for purposes other than making a profit, such as charitable, educational, or social objectives. Must register legally and comply with specific regulations. Limited, but directors may have some responsibilities depending on the management structure.
• Cooperative
  A member-owned and controlled entity that provides goods or services to its members. Focuses on mutual benefit rather than profit. Usually limited to the amount of capital contributed by its members.

Various taxes include:

Income Tax

• This tax is imposed on the net income of individuals and corporations
• For individuals, the rates can range from 0% to 25% based on the amount of taxable income.
• For corporations, the general rate is 25% on net profits.

Dividends Tax

• This tax applies to the distribution of profits from corporations to their shareholders.
• Generally, a withholding tax of 10% is applicable on dividends paid to residents and non-residents.
• This tax is levied after corporate income tax has been paid.

Value-Added Tax ("VAT")

• VAT is a consumption tax applied to the sale of goods and services.
• The standard VAT rate is 15%. A reduced rate of 5% applies to certain goods and services, and some goods may be exempt.
• Businesses collect VAT from customers and remit it to the government, typically on a monthly or quarterly basis.

Industry and Commerce Tax

• This tax applies to businesses based on their gross income derived from commercial activities.
• The rate can vary by municipality and typically ranges from 1% to 3% of the gross income.
• Businesses must file periodic returns, usually annually.

Honduran labor law is primarily governed by the Labor Code (Código del Trabajo), which outlines the rights and obligations of employers and employees. Below is a detailed explanation of labor law in Honduras, including a description of employment agreements and the subsequent obligations that arise.

Employment Agreements

Types of Employment Agreements

• Permanent Contracts
  This type of contract does not have an expiration date and is intended for ongoing employment without a predetermined end.
• Fixed-Term Contracts
  These contracts are established for a specific period or a particular project. They can only be renewed a limited number of times.
• Part-Time Contracts
  These contracts are for employees working fewer hours than the full-time standard (usually less than 44 hours a week) and outline specific work hours.
• Intermittent Contracts
  This agreement is used for work that is not continuous, and employees can be called to work as needed.

Elements of an Employment Agreement

• Identification details of the parties (employer and employee).
• Job description and duties.
• Duration of the contract (if applicable).
• Work hours and schedule.
• Salary, payment intervals, and any additional benefits.
• Conditions regarding termination.

Labor Law Obligations

Employer Obligations

• Wages
  Employers must pay salaries at least once a month and above the minimum wage as set by the government.
• Working Hours
  Employers must adhere to legal working hours (maximum of 44 hours per week)
• Social Security
  Employers must register employees with the Social Security Institute (Instituto Hondureño de Seguridad Social - "IHSS") and make contributions to the social security system, providing access to healthcare and retirement benefits.
• Leave and Benefits
  Employers must grant employee rights concerning annual leave, sick leave, maternity leave, and other benefits as required by law.
• Termination Procedures
  Employers must follow legal procedures for dismissing employees, including providing just cause in terminations, notice periods, and severance pay as applicable.

Employee Obligations

• Notice of Termination
  If an employee wishes to resign, they are typically required to give notice as stipulated in the employment contract.
• Payment of Dues
  Employees are responsible for paying any taxes or contributions from their salary to social security and any other mandatory deductions.

Termination of Employment

• Just Causes for Termination
  Honduran labor law recognizes various valid grounds for terminating an employment agreement.
• Severance Pay
  In the case of non-just causes for termination, employees are entitled to severance pay Dispute Resolution.
• Labor Courts
  Disputes between employers and employees can be submitted to labor courts in Honduras, where claims related to employment contracts and labor rights are adjudicated.

Foreign Exchange Regime
Honduras manages the buying and selling of its currency (lempira), Honduras has a fixed exchange rate system where the value of the lempira is secure to the U.S. dollar. This means the government sets a specific value for the lempira compared to the dollar and tries to keep it steady.

International Investment Regime
The rules and policies Honduras uses to attract and manage investments from foreign companies or individuals. Honduras aims to create a friendly environment for international investors by offering incentives like tax breaks and ensuring legal protections for their investments. The country wants to encourage foreign money to flow in, which helps its economy grow.

Honduras tries to keep its currency stable compared to the U.S. dollar and creates policies to make it attractive for international investors to put their money into the country.

Honduras has a total of 22 checkpoints for land, air, and water transport.

Honduras has been a member of the GATT since 1994. It has also signed many free trade agreements, the most important one being DR-CAFTA. There are some regulations with exports related to the Central Bank’s monetary policy, related to the income in U.S. Dollars and other currencies. Every exporter needs authorization from the Central Bank and is obliged to notify its transactions. In the case of imports, special licenses are needed for specific activities, such as health and regulated products. There are various duties and quotas, depending on the type of product and regarding the rules of the Central American Unified Customs Code ("CAUCA"). The product labeling needs to meet specific indications derived from the Health Code (for health products) and the Consumers Law. Non-compliance with these standards may result in a fine or in the impossibility of commercializing such products in the country.

Visas are required to enter Honduras for nationals of certain countries. Visas are just valid to enter the country and not to remain in it. There are different ways to get a visa, depending on the country’s classification. Certain visas can be requested at the nearest Honduran consulate, but others must be requested at the Institute of Migration in Honduras by an attorney. In both cases, visas must be requested before entering the country. It is important to understand that visas are merely a permit to enter the country. Upon being authorized entry to Honduras, the migration official will decide the authorized permitted stay in Honduras which can go from 1-90 days (about 3 months). A yellow fever vaccine is required when a person is traveling from an endemic country. There are additional vaccines that are recommended if a person travels to Honduras, but they are not mandatory: measles, rubella, rabies, hepatitis A, hepatitis B, typhoid.

There are different categories that allow foreign nationals to request special permits to live in Honduras for up to 5 years, including special permits to work in Honduras. The spouse and offspring of the petitioner can also obtain a permit to live in Honduras as long as the main petitioner receives the permit. While the special permit is in process, the petitioner and their family can stay in Honduras indefinitely through the request for stay extensions processed by the Institute of Migration at a cost of $20 per month. The stay extensions will be granted as long as the permit has been in process for a reasonable period. Once the corresponding special permit is granted, the foreign nationals will have to register and obtain a resident card.

In addition to special permits granted by the Institute of Migration, there are categories of residencies granted by the Secretary of Justice, Governance, and Decentralization. These categories include pensioners, investors, and spouses of Honduran citizens, among others.

Environmental matters in Honduras are regulated by the General Environmental Law and its regulations. A series of more specialized regulations stem from these bodies of law. Generally speaking, all businesses that can potentially pollute the air, soil, and/or bodies of water need to have an environmental license. The process to obtain said license is complex and requires good legal and technical assistance. The Simplified Environmental Licensing System ("SLAS") of Honduras is an advanced digital platform designed to streamline and make transparent the process of obtaining environmental licenses. This does not mean that the whole process is carried out digitally. The platform allows for monitoring, uploading of documents and geographic data, etc. However, the file must also be submitted in hard copy to the Secretary of the Environment.

Once a project has been granted environmental licensing, the Secretary of the Environment will determine the environmental measures that the project must comply with and be observed by the license holder. Every year while the project is ongoing, the license holder must submit a report containing evidence and information related to how these measures have been met. Failing to submit such reports causes fines and the eventual suspension or revoking of the license.

The Honduran legal system has a special prosecutor office for environmental matters. Recently, a special Criminal Court for Environmental Matters was created. This court will be in charge of hearing cases related to environmental crimes, animal abuse, cultural heritage and urban planning crimes. This new jurisdictional body will focus especially on the departments where a climate emergency has been declared by the Executive Branch, including Gracias a Dios, Olancho, and Atlántida, among others. In areas outside these departments, the national jurisdiction in matters of environmental crimes is in charge of organized crime and corruption courts. Appeals and oral trials are heard by the Court of Appeals and the Sentencing Courts of this jurisdiction.

The State of Honduras recognizes, promotes, and guarantees the existence of private property in its broadest concept of social function and with no limitations other than those established by law for reasons of necessity or public interest. No one may be deprived of his property except for reasons of necessity or public interest determined by law or by a resolution based on law, and without prior fair compensation.

State lands, communal ejido lands, or private property located in the border zone with neighboring states, or on the coast of both seas, within a forty-kilometer extension into the country, and those of islands, keys, reefs, breakwaters, rocks, and sandbanks, may only be acquired or possessed or held under any title by Hondurans by birth, by companies made up entirely of Honduran partners and by State institutions under penalty of nullity of the respective act or contract. The acquisition of urban property within these limits will be subject to special legislation. Property registrars are prohibited from registering documents that contravene these provisions.

The sale of real estate property is subject to capital gains tax. The tax rate is 10% of the gain. In the case of non-resident companies, a withholding of 4% of the transaction price is applied as a means to avoid evasion.
For all sales of real estate, the seller has to pay a transfer tax of 1.5% of the value of the transaction or the cadastral value of the land, whichever is higher.

People or entities that own real estate of any kind must pay a Municipal Real Estate Tax. This tax is calculated over the “Cadastral Value” of the land. This tax is approximately 3.5 per thousand over the value of urban land and 2.5 per thousand over the value of rural land. However, each municipality determines the amount that must be paid.

Intellectual Property in Honduras is mainly regulated by the Copyright and Related Rights Law and the Industrial Property Law. Both bodies of law have been amended to afford special protection to intellectual property belonging to persons or entities party to the RD-CAFTA Free Trade Agreement.

Honduras is party to the following conventions in relation to Intellectual Property:

• The 1995 Convention between the World Intellectual Property Organization and the World Trade Organization
• The 1994 Convention on Trade-Related Aspects of Intellectual Property Rights
• The 1967 Paris Convention
• The 1971 Bern Convention
• The 1961 Rome Convention

The Consumer Protection Law and its Regulation ("Decree 24-2008 and Agreement No. 084-2021") both have the purpose of protecting, defending, promoting, disseminating and enforcing the rights of consumers by regulating the consumer relations that are established in the market for the acquisition of goods and services, providing the applicable procedures, rights, obligations, infractions and sanctions that the General Directorate of Consumer Protection of the Ministry of Economic Development supervises and applies.

This special consumer protection regime applies to all products marketed in the national territory (whether national or imported) as well as to all services provided in Honduras. However, the scope of application of the law is limited to its jurisdiction, thus, foreign entities not located in the territory are excluded from this rule's scope of application.

In matter of regulatory compliance, Honduran legislation on the subject includes the Special Law against Money Laundering, Fiscal Responsibility Law, Law of the National Commission of Banks and Insurance Rules for Strengthening Transparency, Financial Culture and Financial User Assistance in Supervised Institutions, Law on Transparency and Access to Public Information, Law of the National Anticorruption Council and the Penal Code -to mention a few- as well as the application of anti-money laundering regulations to prevent money laundering, terrorism and corruption.

Honduras does not have an independent supervisory body in charge of ensuring that people's privacy is not interfered with. However, the DRAFT OF PERSONAL DATA PROTECTION LAW will empower the Institute for Access to Public Information ("IAIP") once its law is in force. Currently, the IAIP is a decentralized body of public administration, with operational, decision-making, and budgetary independence, solely responsible for promoting and facilitating citizen access to public information, as well as for regulating and supervising the procedures of the institutions required regarding the protection, classification, and custody of public information.

On the other hand, in the preliminary draft, the IAIP (under its new given name, the Institute for Access to Public Information and Protection of Personal Data) will be responsible for promoting and guaranteeing the fundamental right to protection of personal data and exercising vigilance to guarantee that in Processing of personal data respects the principles, rights, guarantees and procedures provided for in the future Law and its Regulations.

That said, in today’s practice, an independent oversight mechanism does not function until the draft is approved, but the access of public authorities to personal data is subject to petition if it is authorized by resolution, order of a prosecutor or judge of the Judicial Branch.

The Constitution of the Republic of Honduras establishes the prohibition of monopolies. The Commission for the Defense and Promotion of Competition ("CDPC") is the entity in charge of ensuring that the LAW FOR THE DEFENSE AND PROMOTION OF COMPETITION ("Decree No. 357-2005") and its regulations are applied. However, the commission cannot cope with the limited legislation on this matter because there are other government policies that are not oriented in the same direction as the law. The CDPC has a challenge and a long-term objective that implies much more than just ensuring the application of the law. This process entails substantial changes in the common values of society, including the recognition of the benefits of a competitive market economy, as well as profound changes in government entities and the business and ethical culture of the country.

Public entities in Honduras are required to publish their contracting processes in the Honducompras Electronic Public Contracting System. This tool allows all interested citizens and investors to monitor the contracting processes opened by the entities, as well as all project documents.
In terms of infrastructure, in recent years the Honduran government has been implementing important projects to improve roads, hospitals, schools and airports.

As stated in the preliminary section of this document, the Ministry of Infrastructure and Transport has structured the road construction project. This program aims to serve 6,500 km with a six hundred million Lempiras (L 600,000,000.00) investment as well as the construction and Paving with Hydraulic Concrete for various Highway Sections of the country as well as Mitigation Works for the Control of Geotechnical and Geological Risks, and the reconstruction of the Bridge of important traffic.

The Energy Sector is the sector that reports the highest investment amount with L23,644.1 million for the execution of the projects of Rehabilitation and Repowering of the Cañaveral-Río Lindo Hydroelectric Plant, Support for the Integration of Honduras in the Regional Market ("MER"), Rural Electrification in Isolated Places and Support for the National Electric Power Transmission Program, as well as targeted subsidies up to 75 and 150 KW, Fuel Subsidy and Investment in energy generation.

The Social Protection Sector with L22,920.7 million is the second sector with the highest investment, including contributions in Monetary Transfers from the Solidarity Network, as well as social programs, which include; school snacks, other investments with the intervention in Access and improvement of housing, Job Creation, access to credits for entrepreneurs, help to vulnerable groups, support to senior care centers and some projects executed by the Honduran Social Investment Fund.

The Health Sector has as the main project of the current government, the construction of the hospital network at four of the country's main cities.

The government's budget is mainly for the coverage of health services and the hospital network of the Country, through the hiring of managers at the first level and second level of care and for the execution of projects such as the regional initiative for the elimination of malaria, and the continuity of the response projects to the Honduras emergency due to COVID-19, as well as the immediate public health response to contain and control the coronavirus, the design and construction of hospitals, in addition to the Hospital Network of the Country and the Acquisition of Medicines.

The Education Sector is executing the Program Modernization of the Educational Infrastructure and its Local Management ("PROMINE"), Improvement of the Educational Quality for the Development of Skills for Employment ("Young Project"), and also, includes Scholarships and free registration.

As for the Food Security sector ("Productive Development"), it has various programs that sum up an investment of L2,968.5 million Lempiras in support of the most vulnerable population, benefiting farmers through the agricultural chain.

The Honduran Commercial Code establishes the dissolution and liquidation voluntary process, but in the company's bylaws, the grounds for dissolution must also be established, among which are: termination of the term or duration of the company, impossibility of carrying out the activities inherent to the corporate purpose, by the decision of the shareholders, among others. The main steps of such a process are as follows:

• Dissolution and Appointment of the Liquidator
  The General Shareholders' Assembly must approve the dissolution of the company and appointment of the liquidator (the liquidator must be in the country). These documents must be registered before the Mercantile Registry and Chamber of Commerce.
  
  Newspaper publication publishing the decision of liquidating and disclosing the liquidator's name
  Public deed stating the company's decision to liquidate.
  
  30 days (about 4 and a half weeks) after the filing, the company's balance sheet (prepared by a local and chartered accountant) must be published three times with an interval of 15 days between each publication.
  
  Once the publications have been made, the liquidator summons a general meeting of shareholders to definitively approve the balance sheet, authorize the liquidator to request the cancellation of the registration of the corporate deed and deposit the final balance sheet in the Mercantile Registry
• Payment of Corporate Obligations
  The liquidator shall file the final balance sheet, which should not have any pending debts and dividends distributed to the shareholders.
• Final Liquidation Account
  The liquidator must prepare the final liquidation account which must be approved by the General Shareholders Assembly.
  
  The liquidator will appear before a notary requesting the Registry to cancel the registration of the deed of incorporation and deposit the original final balance. Follow Final Balance. These documents must be registered before the Mercantile Registry and the Chamber of Commerce.
• Final Activities
  Distribution of the remainder and conducting the cancellation of the tax registries, foreign investment, and bank accounts.
• Notification to the Tax Authorities
  The National and Local Tax Authorities must be notified of the liquidation and asked if there are any such obligations pending payment.

In Honduras, the bankruptcy regulations are found in the Code of Commerce. The declaration of bankruptcy may be made ex officio, at the request of the company, one or more of its creditors, or the Public Prosecutor's Office. In the bankruptcy of commercial entities, the court with jurisdiction over the company's registered office will be competent to declare its bankruptcy. If this is not its actual office, the court of the place where the company has its main seat of business will be competent. Branches of foreign companies may be declared bankrupt, without regard to the jurisdiction that may correspond to foreign judges. This bankruptcy will affect the assets located in the Republic and the creditors for operations carried out with the branch.

By the judgment declaring bankruptcy, the bankrupt company will be deprived of the right to manage and dispose of its assets, and of those it acquires until the bankruptcy is finalized. Bankrupt companies will be represented by those determined by their bylaws, and in their absence, by their administrators, managers or liquidators. In the absence of all the above, a special curator will act on behalf of the company.