Setting Up a Corporation in Nicaragua

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Incorporating in Nicaragua is a relatively easy and fast procedure. Once the incorporating deed and bylaws have been executed by the parties, it takes from 10 to 15 working days to have a company ready to conduct business in Nicaragua. The preferred corporation in Nicaragua is a “Sociedad Anónima”, which is a stock corporation.

A minimun of two stockholders are required, which may be Nicaraguan or non-nationals. Stockholders may be natural persons or other corporations (Nicaraguan or foreign corporations). To set up a new company, the shareholders do not have to be present in Nicaragua, as they can grant Powers of Attorney to be represented in Nicaragua.

A Board of Directors must be appointed, which is made up exclusively of shareholders. When there are only two shareholders, a President and a Secretary-Treasurer are appointed. When there are more than two shareholders, a Treasurer and additional board members are appointed.

The incorporation deed and bylaws are prepared by a Nicaraguan Attorney and Notary Public. To prepare the incorporation deed and bylaws, certain information is required, such as shareholder identification, the core business to be carried out by the company, share capital amount, and number of shares to be held by each shareholder.

After execution of the incorporation deed, in order for the new corporation to be authorized to conduct business, the deed and bylaws must be must be registered with the Public Companies Register. Once the corporation has been registered with the Public Companies Register, additional registrations with the Nicaraguan Tax Authority (Dirección General de Ingresos, DGI) and City Hall are required. Some additional registrations may be required, such as registering the business as an importer, and with the Nicaraguan Institute of Social Security (INSS) when hiring personnel.

An important point to keep in mind is that once the corporation has been registered, even if it is not yet conducting business, it is required to file monthly tax returns. For this reason, the services of an accountant are required once the company has been incorporated.

Bendaña & Bendaña can assist you in incorporating your company, and offers accounting services for keeping the accounts of your business.

Please contact us for additional information.

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