Start a Business

This is a brief outline of how to start a business in Nicaragua. Note that many businesses are "unofficial" so what this really means is how to start a real, legal business.

  1. Get your cédula. This is, apparently, a semi-new requirement. If you don't have one, you can't be the owner or incorporator.
  2. If you are going to incorporate, go to a notary. They have to draw up the papers. At least in Estelí, you need both the incorporation and a "commercial constitution".
  3. File the papers in the Registro Publico for the department where you are incorporating. (While you could probably do business in a different department, your tax information must be filed in the same department as the business is registered. You also need to buy a set of "books" for the business. The Public Registry will stamp them to make them official.
  4. Go to DGI (La Renta) and get your tax number (RUC).
  5. If you are in a city, you are probably expected to also file with the city.
  6. You have a business.

The bad news is that you now get to file your tax return with La Renta two times a month--even if you aren't doing anything. The good news is that you can file both returns before the 4th of the following month.

If you want to open a bank account, expect the same paperwork (two references, cédula, etc) as for a personal account plus an Acta naming the bank and possibly some more paperwork. In other words, more hoop-jumping.

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I started a business w/o a cedula by buying an "existing" one

For my first venture in Nicaragua, I got my cedula by purchasing an existing business....voila, instant residency (almost)

I also have a numero Ruc, a Permiso Policial (Liquor License), Matricula de la Alcaldia, etc. etc... I simply purchased an exisitng business (pre-cedula, passport only) via an attorney. Then I had my accountant do the running around with the books, etc. to the DGI, ventanilla unica, etc... In the meanwhile, I ran around with all the residencia stuff, showing the paperwork for the business I had just bought plus the normal stuff, police record, birth certificate, etc...all properly stamped and authenticated. Then after submitting all, got "una constancia" (letter of reference) from Immigration indicating that my cedula was "en tramite" (in process) and with that was able to facilitate and complete the purchase and 100% legal registration of the business. The business was 100% Nica owned and I bought it as 100% Gringo owned, again pre-cedula. The cedula was issued in short order (within 45 days) upon submitting the required paperwork. There is no sociedad anononimo, however, it was purchased and registered in my personal name.

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Ya
- "If you obey all the rules, you miss all the fun" Katherine Hepburn

I can Help!

Hi there im a humble guy who has a great buissnes idea please contact me in private and il call you so we can talk i am also an nicaraguen born citizen with cedula and all. Contact me so we can talk hopeing to hear from you!

Still have any good ideas???

Hey, I was wondering what good ideas you have for starting a little business in Nica? Thanks. Doug

to add to the above....

"(While you could probably do business in a different department, "

You can do business anywhere in Nicaragua, but you have to have a clause that says Nacional y Internacional in your constitucion/razon commercial.

The last time I checked, with a sociedad Anonima you can be a major shareholder without RESIDENCY. But you had to have at least 1% owned by a NICA.

RUC: You have choices, you can have a RUC with fixed tax rate or variable tax rate. For a SOCIEDAD ANONIMA it must be the later. For a small home based business, choose the fixed tax rate. If you are not shy of a lot of paperwork, shareholder resolutions, annual meetings, and basically having to have an accountant all the time, then choose the later.

It is ENOUGH to have a RUC number with a FIXED TAX RATE to be in business (like a pulperia a fritonga etc., but of course you can do other lines of work, no one will check, they will come to see your place of business once in a while, but they will not check all the business your are doing) You just have to go pay the agreed upon monthly taxes.

You will need a MATRICULA from the ALCALDIA. Bring your RUC, your BOOKS, and I think a letter of request, pay the fee, and you get it in a few days.

When selecting the Fixed tax rate, WAY UNDERSTATE your initial capital, because they assess your fixed monthly tax bill based on that.

If anything else comes to mind, I will add it.

I think what confuses

I think what confuses everyone the most is the mistaken belief that establishing a corporation (sociedad anonima) and starting a business are the same thing. In fact, they are only loosely associated, so it is difficult to cover them in one "how to" lesson. According to my nephew (a lawyer in Managua), the requirements for Nicaraguan or resident (with a cedula) ownership have more to do with establishing the business and taxes than with setting up the corporation itself. He tells me that the corporation must be "managed" by a Nicaraguan or a resident (with a cedula) because that is what is necessary to get the books and the tax ID. This "Manager" could be a lawyer (or other Nicaraguan) with a power of attorney or a corporate officer. With the exception of the fact that all officers must own stock, there is nothing that keeps a non-resident from owning 100% of the company. Of course, my nephew can only speak for what the law really requires. Unfortunately, one still needs to deal with the department requirements for the business itself. And as was accurately pointed out by fyl, you not only have actual departmental regulations, but the stuff they tend to make up based on the size and placement of the payments being made. I would always use a lawyer to set everything up for me (both ends), as a knowledgeable lawyer can always eliminate the unknowns when dealing at the departmental level, but I have an unfair advantage. Not only do I have very knowledgeable lawyers at an unbeatable cost, but even more importantly, they are lawyers I can trust completely (that's the hard part).

Cédula issue

First, thanks for the input. With a little luck, we can actually create a useful page.

Now, the "must have a cédula" issue seems to be variable. We most definitely got hit with this in Estelí (in spite of a Nicaraguan with partial ownership). But, the public registry in Estelí also seems to like to make up things when you don't pay the right amount of bribes and/or there is someone from outside Estelí involved.

The practical solution is that you have a Nicaraguan do the incorporation and then have them sell the stock (all or part) to who really is to own the business. This is a transaction in the Actas book of the S.A. rather than something to take to the public registry.

the key Phil

is to Stop trying to do the job of an attorney,dunno if you do it or not yourself,but, not paying an attorney to save money or to prove you can do it yourself is a bad move,just like paying a Custom broker to clear your shipment,you avoid headaches and it really does not cost much.

If you hire a competent attorney,the cedula issue is and should be non existent,infact I just had a gringo friend open a packaging S.A under ley #382 and he only needed his passport,once again his S.A along with ALL the pertinent permits etc got done in 2 weeks,try to do it yourself and it may take months. The Esteli attorney charged him $900USD for everything. was it worth the money?? You better believe it!!!

FAP

Hello I have been reading

Hello I have been reading this thread and it has been very helpful, since I am looking to incorporate a business in Nicaragua in the near future. Can you recommend a competent attorney in Managua?

Thanks.

This info is really old and a lot is now outdated

Paul Tiffer is but one that should be able to help you.

Outdated?

I just re-read all this and while it needs some cleanup I don't see anything outdated. If you know something, be specific. I will put this on my list of pages to update.

Let me clarify a couple of things:

  • In Nicaragua (and other parts of Latin America) a Notary is more than a lawyer. Very different from the people with a log book and a rubber stamp that are called notaries in the US.
  • The department of Estelí seems to have its own rules. Thus, not needing a cédula or a Nicaraguan national involved to create an S.A. seems to still work everywhere except Estelí.
  • A notary is required to draw up the paperwork you submit to the public registry to create the S.A. As for the rest of the work, you can elect to do it yourself or hire someone.

Nope

The work was done by an attorney. But, there is a big difference between a non-locally attorney that understands how things should work, a well-connected Estelí attorney that does bad work and actually knowing "how things work" in Estelí.

If you are in a hurry and doing your S.A. in Estelí, I highly recommend you find an "appropriately corrupt" lawyer in Estelí to do the work. That means, one who is well-known at the publistry and will bribe the right people the right amount. That is how it works here. Period.

If, instead, you hire a competent lawyer who just knows the law and/or aren't willing to bribe people/have them bribed, you cannot create an S.A.

  1. Without a cédula
  2. Without a bribe

Personally, I am not a fan of feeding corruption. But, bottom line, at least in Estelí, you are 100% right--find the guy who may not tell you who they bribed but gets the job done. The "honest" alternative just isn't worth it.

Phil

I see to often the word "Bribes" ,remember that things can be achieved without bribes,just by simply knowing the right folks in the right places(Meaning having friends in the know how,and within the system,without Bribes :-) ).

Or is it just by being an Nicaraguan/Esteliano? :-)

FAP

Every year I efile taxes

Every year I efile taxes instead of sending them in by paper it is so much more reliable and you get returns back quicker.

Not likely

As I don't particularly want to get killed over this issue, I am doing to stop with the statement that I am 99% sure that the only explanation of "knowing the right folks" is just a nice way of saying "knowing who to bribe and how much". And being Nicaraguan/Esteliano doesn't help nor does being a Esteliano lawyer.

Now, I can afford the bribes but I just don't like a system where people who can't get told that it will take a month or three to get a Libertad de Gravamen or some such caca.

Input on cedula

pensionados and rentistas are prohibited from working etc. What type of cedula is needed to open a business? Anyone with experience on this?

¨pata de perro¨

Pensionados and rentistas can work legally

as long as they apply for the correct category of cedula.

When filing for the initial cedula, one has to tell migration to allow for that option.

At least that's how it was a little while ago. Best check with your lawyer or contact migration.

Business vs. employee

Anyone (maybe with, maybe not depending on jurisdiction and phase of the moon) can "open a business". Being a business owner is not the same as being able to go to work for someone. That is where you need regular residency (like I have by marrying a national).

I am still confused,about

I am still confused,about how much money it's actually will cost to open a business in Nicaragua.Somebody said $900, somebody else said close to $6000. And I do need to open something very soon,any help would be greatly appreciated.

open??

if you mean the legal paperwork to legitimatize your business ,it would depend on how fast you want it done.

If you go phil's route it should cost you under $300 and it will take about 2-3 months to get your papers in order.

If you need it fast,the attorney WILL expedite your paperwork to get it done in as little as 7 days this is a FACT,that's how long it took me to open another S.A 14 months ago for an expat friend,and I paid $650 in Esteli.

Either way,it should NOT cost you over $650, if they are charging you more,you are being taken advantage of.

Now,to get your business in legal order,the attorney will have to put down in paper,how much your starting capital will be,said number CAN'T be $0, he has to put a logical numerical figure,wheter you have the money he puts down,is another story,since this figure will not be cross checked by the Nicaraguan IRS.

Need to?

I'm not sure what "need to" means. You can "open a business" for less than $100 in fees and, well, most businesses here are started for $0. But, opening a business is one thing, starting a particular type of business is another.

from $0

Come on Fyl, even a prostitute need to invest in a soap to clean herself.

Were a poor country , but not till that point, the tortilleras( flat cornbread) one of the must basic family economic support, need a investment of at least $ 3 every day.

. If you want to open a Grocery, other of the popular economic businesses, you need at least $3000 , and not will be a US style grocery, will be a small pulperia.

. Some businesses demand a investments with almost the same amount that in US, the only part you need to substract is the difference in rent , salaries, display and design of the place, and consider the population and income where you will set up your businesses .