Regulation of the Law on Representatives, Distributors and Agents

This Regulation governs the commercial and contractual relations between national and foreign companies and the natural and legal persons who engage in representing them in the country, distributing their products, or acting as agents for the placement of purchase orders for their merchandise. PRESENTATION OF LICENSE APPLICATIONS

To obtain the license referred to in subsection c) of Article 4 of Decree No. 804, of September 29, 1979, interested parties shall submit the corresponding application to the Senior Office of the Ministry of Economy containing:

• a)

  Legal information of the applicant, business name or corporate designation;

• b)

  Address;

• c)

  Mercantile Registry Number;

• d)

  Chamber of Commerce Registration Number;

• e)

  Name of the principal whom they will represent and/or products they will act as agent for or distribute, specifying the address, nationality, the jurisdiction they will have in the national territory, mention of the previous representatives, agents or distributors of the principal or if they had none;

• f)

  Date of the contract and its term;

• g)

  Indication of whether the representation, distribution or agency is exclusive or not.

The following documents shall accompany the application for License as Representative, Agent or Distributor:

• a)

  Power of attorney granted to a member of the Bar Association;

• b)

  Certification of the Mercantile Registry entry where they were registered as a commercial entity or individual merchant;

• c)

  Certification from the Chamber of Commerce that they are registered and current in payment of their fees;

• d)

  Proof of payment of Income Tax, District or Municipal taxes, and Tax Registry;

• e)

  Articles of Incorporation of the Commercial Company and/or any document proving compliance with what is ordered in Article 4 of the Law regarding the establishment of their capital;

• f)

  The document evidencing the execution of the Representation, Agency or Distribution Contract, or proving the real and effective provision of services as Representative, Agent or Distributor.

The Senior Office of the Ministry of Economy shall not process applications that have not complied with the requirements established in this Regulation.

Representation, Distribution or Agency, whether exclusive or not, must be express. For the purposes of subsection f) of Article 3 and in cases where there is no contract evidenced in a public or private document, the representation, agency or distribution shall be evidenced by correspondence exchanged between the principal and the grantee, in which the Representation, Agency or Distribution is granted and accepted; or by the necessary and sufficient documentation proving the real and effective provision of the service and that the applicant is not in the conditions that authorize the principal to terminate said relationship without responsibility on their part, as indicated in Article 12 of the Law. Contracts, correspondence or any other document in which the representation, distribution or agency of a Foreign Company is evidenced shall, in order to be valid, be authenticated by the Consul of Honduras in the country where they are executed.

In all proceedings carried out by Representatives, Distributors and Agents, they must indicate the license and registration number. REGARDING LICENSES

Once an application for obtaining a license is properly presented, the Ministry of Economy shall issue a resolution granting it, which shall be delivered to the interested party after payment to the General Treasury of the Republic of the amount of One Hundred Lempiras (Lps. 100.00) for its publication in the Official Gazette "La Gaceta". REGARDING REGISTRATION

The General Directorate of Domestic Commerce shall maintain three Registration books, one for Representatives, one for Agents and one for Distributors in whose entries shall be recorded, after the respective license has been published in the Official Gazette "La Gaceta", the following:

• a)

  License Number;

• b)

  Name of grantee;

• c)

  Name of principal;

• d)

  Jurisdiction that the grantee will have in the national territory;

• e)

  Products that the grantee will represent, act as agent for, or distribute;

• f)

  Indication of the previous grantee, the registration number that corresponded to them or mention of whether this is the first time the principal has a representative, distributor or agent in the country;

• g)

  Nationality of the principal;

• h)

  Indication of whether the representation, distribution or agency is exclusive or not;

• i)

  Date of the document evidencing the execution of the representation, agency or distribution contract or from which such services are provided in real and effective form;

• j)

  Number and date of the Official Gazette "La Gaceta" in which the resolution granting the License was published;

• k)

  Number of the receipt from the General Treasury of the Republic and date of payment of the One Hundred Lempiras (Lps. 100.00).

The register shall be public and any interested party may obtain a certification of each registration or entry upon request and payment of five lempiras (Lps. 5.00) to the General Treasury of the Republic for each one.

When the relationship of representation, agency or distribution has been modified with respect to its jurisdiction, to the products, to its condition of exclusivity or non-exclusivity, and to its period of validity, a new license and registration shall be obtained following the same procedures as for the previous one.

The license and registration shall be canceled when requested by the grantee, the principal or a third party provided they prove the termination of the contract, or the non-provision of the representation, distribution and agency service by the person for whose benefit the License was granted. The license and registration may also be canceled ex officio in accordance with what is prescribed by the Law.

Representatives, distributors and agents who are not registered may not claim the protection of the Law or this Regulation.

Government departments and establishments, autonomous and semi-autonomous agencies in the bidding processes they conduct shall give preference to permanent Representatives, Distributors and Agents in the country who are registered.

To enforce the sanctions that have been applied in accordance with what is established in Article 18 of the Law, and without prejudice to exercising other actions, the administrative procedure shall be used.

This Regulation shall come into effect on the day of its publication in the Official Gazette "La Gaceta". Be it known. REFORMS Agreement Number 749-85 Tegucigalpa, D.C., November 7, 1985 The Constitutional President of the Republic. Whereas: In accordance with Article 24 of the Law of Representatives, Distributors and Agents of National and Foreign Companies, for the application thereof, it is the responsibility of the Executive Branch through the Ministry of Economy and Commerce to issue the Regulations that are necessary. Therefore: Using the powers granted to it by numeral 11 of Article 245 of the Constitution of the Republic and Article 24 of Decree-Law Number 549, issued by the Head of State in Council of Ministers on November 24, 1977. IT IS AGREED: 1st To reform Articles 3, subsection f) and 5 of Agreement Number 669-79 which contains the Regulation to the Law of Representatives, Distributors and Agents of National and Foreign Companies, which shall read as follows:

a), b), c), d), e), and f) The document evidencing the execution of the Representation, Agency or Distribution Contract, or that accredits the actual and effective performance of the services of Representative, Agent or Distributor.

Representation, Distribution or Agency, whether exclusive or non-exclusive, must be express. For the purposes of subsection f) of Article 3 and in cases where there is no contract evidenced in a public or private document, the Representation, Agency or Distribution shall be evidenced by letters exchanged between the grantor and the grantee, in which the Representation, Agency or Distribution is granted and accepted; or the necessary and sufficient documentation that accredits the actual and effective performance of the service and that the applicant is not in the conditions that authorize the grantor to terminate said relationship without liability on its part, as indicated in

of the Law. The Contracts, Letters or any other document evidencing the representation, distribution or Agency of a Foreign Company, in order to have validity, must be authenticated by the Consul of Honduras in the Country where they are executed. 2. This agreement shall enter into force as of its publication in the Official Gazette "La Gaceta". Communicate. 1 Copied from literal f), in accordance with Agreement Number 749-85, dated November 7, 1985, published in the Official Gazette La Gaceta number 24791, dated December 6, 1985, whose complete text appears at the end, as an annex. 2 Copied in accordance with Agreement Number 749-85, dated November 7, 1985, published in the Official Gazette La Gaceta number 24791, dated December 6, 1985, whose complete text appears at the end, as an annex. 3 Published in the Official Gazette La Gaceta number 22969 dated December 3, 1979. 4 Published in the Official Gazette La Gaceta number 24791 dated December 6, 1985.