Law for Job Generation, Promotion of Business Initiative, and Formalization of Businesses
Congreso Nacional
- Decree: 254-2013
- Published: June 5, 2014
- Issuing body: Congreso Nacional
- Category: Commercial
Summary
This law simplifies and reduces the procedures for opening a business in Honduras, allowing anyone to register a company with a single form without complicated requirements. It also facilitates access to credit by allowing banks to execute mortgages without going to courts, and strengthens investment promotion by creating a National Investment Council to attract domestic and foreign companies.
Considerations
Whereas it is a National priority to promote Investments as sources of job generation and wealth creation.
Whereas by Decree No. 51-2011 the Law for the Promotion and Protection of Investments was approved.
Whereas in the process of implementation of Decree No. 51-2011, certain situations have been detected that hinder its full applicability and that can be easily resolved through amendments to said Law.
Whereas in the current economic situation, it is the duty of the State to seek the necessary mechanisms for the optimal utilization of its existing resources, attempting to not create greater bureaucracy, as well as to reduce the costs incurred by investors in the protection of their tangible and intangible assets.
Whereas to the extent that the procedure for starting a business is simplified and the rights of investors are protected more adequately, competitiveness indices improve, increasing economic activity and generating greater employment.
Whereas by facilitating and reducing the costs of opening a business, the formalization of economic activity is incentivized, generating a positive impact on State finances by improving tax collection.
Articles
In order to facilitate the formalization of mercantile activities by those who conduct them and to promote the development of business initiative, the Constitution of Commercial Companies is authorized under any modality recognized by the Commercial Code, as well as their modification, transformation, merger, division, subdivision, capital increase or other acts related to their normal activity and performance, complying only with the formalities contemplated in this decree and the regulations issued for such purpose.
Commercial companies constituted under this regime are not subject to the provisions of the Commercial Code relating to the type of company in question, nor to those of other laws of the Republic insofar as they do not conflict with the provisions of this Decree. Companies whose purpose is the development of activities subject to special regulation and supervision by the State may not be created under this modality, such as those engaged in activities related to the financial system.
The creation of commercial companies under this modality must be carried out through a special unique form that must be created for this purpose by the Commercial Registry and that must be available in its offices in physical format or in electronic format through the internet. The forms may be filled out and presented by those who wish to incorporate themselves or by their attorney, in which case the power of attorney must be properly authenticated in its case. The signatures must be autograph and made before a Notary Public or before the Commercial Registrar when the incorporation is done in physical form or electronic when done in electronic form. The fees charged by Notaries Public must be freely determined jointly with the parties.
The registration of companies constituted under this modality must be made in a unique electronic registry at the national level, and service windows may be opened in any location in the territory of the Republic. The registrar must receive the registration form and make the registration by qualifying only that the purpose is lawful, assigning the corresponding registration number, digitizing and storing it in the database maintained for this purpose. This database must be freely accessible online by any person for consultation purposes.
Commercial companies formed under the provisions of this Law may be created with a single partner. The establishment of minimum capital at the time of their creation shall be of a strictly voluntary nature and must be inserted in the document of their creation as a special stipulation in cases where required by the partner or partners. Companies created without a minimum capital stipulation by more than one partner must indicate the percentage of participation of each within the company. The registration fee to be paid when the company's capital is not stipulated is that established for acts of undetermined amount. When the company is a corporation, the shares may consist of certificates meeting the requirements established in the Commercial Code or in book-entry form in accordance with the provisions of the Securities Market Law.
Meetings of the partner assembly and those of the management bodies of these commercial companies may be held in any location within or outside the national territory or by electronic means, always leaving reliable proof of the attendance of those who have participated in them. The notice for such meetings may be made through publication in a mass communication medium or by electronic mail with proof of receipt. The notice must be given with the advance notice determined by the partners in the constitutional document, which for partner assembly meetings, except in the case of universal assemblies, may not be less than forty-eight hours or, when the meeting is to be held outside the national territory, ten (10) business days. Meetings of the management bodies may be called on the same day if so established in the constitutional document. When the Assembly is held outside the country, mechanisms must be enabled so that partners who request it may participate by electronic means in the discussions and votes that take place.
For the purposes of the provisions of Article 36 of the Commercial Code, commercial companies created under this decree may maintain control of the acts of the partner assembly or its management bodies in electronic format. No authorization or notification of any authority of the central, departmental or municipal government is required for the social and accounting books of the company. No fee or tax related to such books shall be charged. The controls of the company's acts and its accounting may be inspected by any of the partners at their simple written request. The accounting of these companies may be maintained through computer systems that comply with the accounting standards required by the State without need for authorization or notification to any authority.
When so provided in the constitutional document of the company, a record of the partner assembly meetings and those of the management bodies may be kept on video. In these cases it is not necessary to maintain minute books, but the video of the respective meeting must be properly filed in a manner that prevents or minimizes its deterioration over time. A copy of this video must be provided to any of the partners at their simple written request. The secretary of the assembly or, in the case of the management bodies of the company, the secretary of these or whoever performs this function, must prepare and sign a summary of the agreements reached to be delivered in physical form or by electronic means to the partners and to the members of the governing bodies and subsequently filed for purposes of control and historical record of the company.
Registration fees and other charges must be able to be paid at the time of registration at the same window of the Commercial Registry or at a separate window of a banking institution, and the corresponding receipt must be issued detailing the amounts corresponding to each charge. Such receipt constitutes sufficient proof of payment so that no imposition of stamps or other fiscal items is required to accredit them. The amounts collected must be distributed among the beneficiary institutions.
The entities in charge of the Commercial Registry must create the mechanisms so that within a period not exceeding one (1) year from the effective date of this Law, the constitution of commercial companies under the modality established in the present Law, may be carried out optionally online through the use of electronic signatures.
The special form must contain the information necessary so that in the same registration act the National Tax Registry Card is authorized and delivered, and those who request it must also be enabled so that through the same form notification of commencement of operations established in Article 10 of the Sales Tax Law and registration with a Chamber of Commerce required according to Article 384 of the Commercial Code is made, for which the Executive Tax Authority (DED) and the Chambers of Commerce must make the necessary coordination with the entities in charge of the Commercial Registry to delegate to them the issuance of such documents. Likewise, the form must incorporate the option so that those who request it in the same registration act may issue the respective municipal operating permit subject to payment of the fees corresponding to the municipality in which the company will operate. The respective municipality shall have the reserved right to subsequently inspect the company to verify the truthfulness of what was declared for this purpose. For this purpose, the respective coordination with the municipalities must be carried out, which may be done in stages, starting with the largest municipalities.
The Commercial Registry must develop by regulatory means the procedures for the modification, transformation, merger, division, capital increase of commercial companies created under the modality established in this Law through the use of forms in physical or electronic format, and must follow insofar as applicable the requirements of the Commercial Code. The forms must be filled out and presented by the partners or through an attorney.
Reform Articles 14, 15, 18, 157, 169, 189, 193, 210, 222, 224, 226 and 228 of the Commercial Code contained in Legislative Decree 73-50 and its amendments, which must be read as follows:
The Partnership Contract must contain: I. Place and date on which the act is executed; II. The names, nationality and domicile of the natural, legal or juridical persons who constitute the company; III. The class of company being constituted; IV. The purpose of the company; V. Its corporate name or denomination; VI. Its duration or the express declaration to constitute itself for an indefinite period; VII. The expression of the percentage of participation of each partner when no minimum capital stipulation is made all that it contributes in money or in other property and the value attributed to these; VIII. The domicile of the company; IX. The manner in which the company shall be administered and the powers of the administrators; X. The appointment of administrators and the designation of those who shall carry the company signature; XI. The manner of distributing the profits or losses among the partners; XII. The amount of reserves; XIII. The cases in which the company shall be dissolved early; XIV. The bases for carrying out the liquidation of the company; and, XV. The manner of proceeding to the election of liquidators when they have not been designated in advance. When the company constituted has a purpose subject to regulation by the State, it must also indicate the minimum capital in accordance with the requirements of the regulatory body.
The partnership contract, as well as its amendments or additions, must be registered in the Public Commercial Registry. Companies legally registered in the Commercial Registry have legal personality and may not be declared non-existent or null with retroactive effect. If the non-existence or nullity of the constitutional act is declared, the company shall be dissolved and liquidated. The ineffectiveness of the declaration of will of any partner is considered as a cause of separation in favor of the same, which also has the rights corresponding to it according to common legislation.
If the partnership contract or its amendments are not presented for registration in the Commercial Registry within fifteen (15) days following its execution, any partner may request it judicially or administratively. Any interested party or the Public Ministry may require, judicially, any commercial company to prove its regular existence. The requirement, in addition to being personally notified, must be published. After four (4) months from the requirement without proof of registration in the Registry, the company shall be placed in liquidation. When the partnership contract or its amendment is executed before a Notary, the latter must advise the parties of the obligation they have to register it, the effects of registration and the sanctions imposed for non-compliance with this obligation.
Every shareholder has the right to request in writing, at any time, from the company's managers, any internal document of the company, except for documents that may constitute a trade secret. All documents whose disclosure to unauthorized persons could cause irreparable damage to the company shall be considered a trade secret. The company's bylaws, minutes of the board of directors, minutes of the shareholder assembly, financial statements, annual reports, purchase and sale contracts executed by the company, accounting books or the register of titles or shares may not be considered a trade secret. Any provision of the company's bylaws contrary to this Article is null and void. In the absence of a satisfactory response or rejection by the company's managers of the request contained in this Article, any shareholder may request from the competent judicial body the appointment of one or more competent experts. The experts may access all documents of the company in order to provide the information required by the shareholders. The expert may also, at the request of the shareholders, prepare a report on one or several management operations in case the shareholders have serious and justified doubts about the proper management of the company's business. The competencies of the expert shall be defined by the competent courts. The expert's fees shall be charged to the company. The documents or report requested shall be addressed to the shareholders, to the board of directors and to the commissioner. These documents or reports must be annexed to the annual report of the company." "ARTICLE 18°.- Extraordinary assemblies are those that meet to discuss any of the following matters: I. Modification of the partnership contract; II. Issuance of bonds or debentures; III. Authorization of transactions between related parties exceeding five percent (5%) of the company's assets; and, IV. The others for which the law or the partnership contract require it. These assemblies may meet at any time." "ARTICLE 18°.- At the request of shareholders holding five percent (5%) of the shares represented in an assembly, the vote on any matter regarding which they do not consider themselves sufficiently informed must be postponed for within three (3) days without need for new notice. This right may be exercised only once for the same matter." "ARTICLE 19°.- Agreements of assemblies are null in the minimum cases: I. When the partners do not have the capacity to adopt them, given the corporate statutory purpose; II. When adopted in violation of the provisions of Articles 177, 178 and 179 of the Commercial Code except that at the time of voting the totality of shares were represented and no shareholder opposed the adoption of the agreement; III. When there is no quorum in the assembly or in the meeting of partners; IV. When they have an unlawful, impossible object or are contrary to good customs; V. When they are incompatible with the nature of the corporation, or by their content violate provisions enacted exclusively or primarily for the protection of the creditors of the company, or in consideration of the public interest; and, VI. When the transactions amended in Article 210 of the Commercial Code cause harm to the company and its shareholders.
Except by agreement otherwise, the first appointed director shall be president of the board and in default of such person, the one who follows in the order of appointment. For the board of directors to function legally, at least half of the statutory number of its members must be present and, except in cases where the corporate agreement establishes a higher majority for specific matters, its resolutions are valid when adopted by the majority of those present. In case of a tie, whoever acts as president of the board shall decide with a tie-breaking vote. The bylaws determine the form of notice of the board, place of meeting, the requirements for the keeping of minutes and the other details on the functioning of the board. Irregularities in the functioning thereof are not enforceable against third parties in good faith, without prejudice to the liability of directors to the company. The commissioners must be cited to the board meetings. Transactions between related parties are considered any transaction: I. Between the company and one of its administrators or directors; II. Between the company and third parties in which an administrator or director is interested in any way, or in which the company deals through an intermediary; and, III. Between the company and another company, if one of the administrators or directors is an owner or administrator or director of the latter. Transactions amended in this Article must be submitted to special authorization in accordance with the following rule: If the transaction or the sum of various transactions with the same counterparty during the same period is less than five percent (5%) of the company's assets, it must be authorized by the board of directors. When the transaction or the sum of various transactions with the same counterparty during the same period exceeds five percent (5%) of the company's assets, it must be authorized by the extraordinary assembly of shareholders. Interested administrators or directors must refrain from voting on these resolutions and if they do, their vote may not be counted. Transactions amended in Article 210 shall be null if the conditions amended in the same are not respected or if these cause economic harm to the company or shareholders.
The administrator or directors during the exercise of their functions must: I. Exercise their functions in the best interest of the company; II. Make the interests of the company and shareholders prevail over their own; III. Avoid current and potential conflicts of interest; IV. Ensure that the agreements amended in Article 210 are authorized by the competent corporate bodies; V. Refrain from direct or indirect abusive use of their functions to make, or cause other members of the corporate structure to make, decisions that are contrary to the social interest of the company; and, VI. Carry out their management with the prudence and diligence with which a person with the same functions, in a comparable situation, would have acted to protect the interests of the company and shareholders. The administrator or directors are responsible individually and jointly for damages caused to the company or to third parties caused by their actions or omissions; violation of the legislative or regulatory provisions applicable to corporations, in particular the duties enumerated in this Article; violation of the bylaws of the company or by the faults committed during their management. The administrator or directors involved in transactions amended in Article 210, who by their actions or omissions; or by violations of the duties enumerated in this Article; generate harm to shareholders, the company or third parties, may not take shelter in a decision of a general assembly to disclaim responsibility.
Directors are jointly and severally responsible for their administration, with the following exceptions: I. In cases of delegation provided that there was no fraud or gross negligence on the part of the directors in preventing harmful acts or omissions; and, II. When it concerns acts of delegated directors, whose functions have been determined in the bylaws.
The responsibility of administrators to the company is extinguished: I. By the approval of the balance sheet with respect to the operations explicitly contained in it or in the years covered. The following cases are excepted: a) Misstatement of the balance sheet by virtue of unverified data; and, b) If there is express agreement to reserve or exercise the liability action; II. When the administrator or directors have acted in compliance with an agreement of the general assembly that is not notoriously illegal. This exception shall not apply in the case of authorization by the extraordinary general assembly of transactions between related parties amended in Article 210 of the Commercial Code; and, III. By approval of the management or by express renunciation or compromise agreed by the general assembly.
Even in the cases of Article 226, shareholders representing at least five percent (5%) of the capital stock may directly exercise the action of civil liability against the administrator or directors, provided the following requirements are met: I. That the complaint includes the total amount of the liabilities in favor of the company and not only the personal interest of those affected; and, II. That in such case, the plaintiffs have not approved the resolution adopted by the general assembly of shareholders regarding non-prosecution against the administrator or directors sued. The property obtained as a result of the claim, with deduction of the expenses incurred in this, shall be received by the company.
Reform Articles 1782 and 1789 of the Civil Code, which must be read as follows:
A company or partnership is a contract by which capital or a property or tangible or intangible properties is contributed as patrimony with the object of limiting liability to it and so that the gains or losses resulting from the speculation are distributed to the partners in the proportions agreed upon in the constitution document. The company may be unipersonal when constituted by a single natural or legal person, or collective when constituted by two or more.
The partnership contract may be evidenced in a public deed or in a private document that meets the formalities established in the Law and must be registered in the Commercial Registry" TITLE II OF THE SIMPLIFICATION OF THE EXECUTION OF MORTGAGES FOR THE FACILITATION OF ACCESS TO CREDIT AND THE REACTIVATION OF THE HOUSING SECTOR
It is lawful for the parties to agree to waive the judicial procedure for the execution of guarantees and to be subject to a special execution procedure before a notary. The agreement executed for such purpose may be contained in the same public instrument that contains the guarantee or in a separate public instrument and must be registered in the property registry that corresponds. Such agreement must establish the base price of the property given as guarantee and the form of the notice, and must be subject to the procedures established in this decree.
The Notary in charge of enforcement shall verify that the obligation is evidenced in a valid public instrument and that it is currently enforceable. Having done so, the Notary must require the debtor to comply with the obligation undertaken within twenty-four (24) hours. In the same act of requirement, the debtor must be notified of:
- 1)
The pending obligation and the amount thereof;
- 2)
The name of the creditor, the place where payment may be made or the name of the banking establishment and bank account number in which the value may be deposited;
- 3)
The day, time and place at which the public auction sale of the property given as collateral shall take place in accordance with the base price established in the contract; and,
- 4)
The indication of before whom payment or deposit must be made, which may be done prior to the deadline set for the event. Against this requirement no opposition other than payment shall be permitted.
The requirement may be made at a physical or electronic address previously agreed upon, or in the absence thereof at the domicile or place of employment of the debtor. If the debtor is not present, it shall be sufficient to affix a copy at the entrance of the place and also deliver a copy to any person present there and to two (2) neighbors of the place who shall serve as witnesses of the act. Additionally, a video filming of these proceedings may be carried out which shall have legal force. If the whereabouts of the debtor are unknown, the requirement must be published three (3) consecutive times with one (1) day of separation, in a newspaper of the highest circulation and a mass communications medium with coverage in the place of the last known domicile of the debtor, after which the enforcement may proceed.
When payment is made effective before the Notary within the stated period, the Notary must acknowledge it and declare the file closed, issuing the corresponding receipt. If it is established that payment had been made prior to the requirement, the Notary must suspend the process and gather the proceedings before the corresponding Court of First Instance; in order that the Court of First Instance determine the truthfulness or not of the payment, for which purpose the case shall be opened ex officio for evidence within twenty-four (24) hours following receipt of the proceedings for a period not exceeding five (5) business days, after which the closure of said evidence period must be ordered. If it is determined that the payment is sufficient to fulfill the obligation, the judge must issue a resolution ordering the definitive suspension of the process and closure of the proceedings. If it appears that payment has not been made or that it is insufficient to fulfill the obligation, the Court of First Instance must issue the respective resolution within the same period established in the previous paragraph, ordering that the proceedings be sent back to the Notary so that the latter may conclude the enforcement process; if there has been a partial payment, enforcement shall be carried out for the remainder. The judge's resolution must be issued no later than forty-eight (48) hours after the evidence period established in the first paragraph of this Article is closed.
The record evidencing the requirement or notification by a Notary must be recorded in the same entry in which the collateral was recorded. The registration of the notification or requirement as an annotation in the entry where the property or act or contract is recorded has the same value as embargoes decreed judicially.
The sale shall be made by public auction in favor of whoever offers the best price. The creditor may participate in the auction by offering the value of its credit or a higher amount. In the event that no one participates in the auction, the property shall be awarded to the creditor without requiring the creditor to offer its credit. In cases where the value of the foreclosed property does not cover the total payment of the obligation, the creditor retains the right to pursue other property of the debtor, and this must be recorded in the corresponding record. A record of all proceedings shall be prepared. This record shall serve as the title transferring ownership of the collateral and must be registered.
The rules for determining the priority and order of creditors' rights over collateral shall be determined by the applicable private law legislation.
When there are other creditors secured by the property to be enforced, the creditor interested in its enforcement must notify the other creditors through a Notary. When these other creditors have authorized the use of a physical address for service of requirements and notifications, they may be notified at that address. If they are not found at the same, a copy of the notification must be affixed at the entrance of the place, and a copy must also be delivered to any person present there and to two (2) neighbors of the place who must serve as witnesses of this act. This notification must be registered in the entry in which the property given as collateral is recorded.
When there are several creditors, they may reach an agreement before a Notary regarding the manner in which they will distribute the proceeds of the sale by creditor or the extrajudicial sale by Notary.
When other creditors holding rights over the same collateral cannot be notified or they fail to reach an agreement after being notified, special authorization must be requested from the judge of the domicile where the property is located to proceed with the enforcement process. For the granting of this authorization, the judge may request that security be provided to guarantee the rights of the other creditors. This notification must be registered in the public registry. No appeal shall lie against this resolution.
The Notary before whom a collateral was constituted may participate in its enforcement. TITLE III RESTRUCTURING OF INSTITUTIONAL FRAMEWORK FOR THE PROMOTION OF INVESTMENTS AND GREATER EFFICIENCY THEREOF
Reform Articles 21, 40, 42, 43, 44, 45, 46 and 50 of the Law for the Promotion and Protection of Investments contained in Legislative Decree No. 51-2011 and in its reform decrees and incorporate by addition thereto Article 17-A; all of which shall read as follows:
Notwithstanding any decree that may have been issued by the Council of State Secretaries, the real property on which projects subject to these provisions are developed shall not be subject to the provisions for the regularization of real property by public necessity contained in the Property Law.
Investments qualified as projects of national interest are subject to the application of an accelerated investment procedure. Prior to the declaration by the National Investment Council or COALIANZA as appropriate, an economic analysis and feasibility study of the project must be conducted for which an opinion with the respective recommendation must be issued. Said recommendation must be transferred to the Executive Branch so that the President of the Republic in Council of State Secretaries or in a special sectoral cabinet, if deemed convenient, may issue an Executive Decree containing the declaration of national interest and a certificate of incorporation and operational viability. This certification serves in place of all permits or licenses required by Honduran legislation to develop the project. This procedure from its inception to its conclusion with the issuance of the Executive Decree must be carried out within a period not exceeding thirty (30) business days.
The National Investment Council (CNI) is created as an entity of public law, with legal personality and its own assets, whose main purposes are:
- a)
The promotion and development of private investment;
- b)
The facilitation of procedures and assistance to investors before, during and after an investment is established; and, c) The formulation of public policy proposals aimed at creating a climate favorable to investment, both national and foreign. The Council's assets shall be composed of donations and contributions it receives from those who benefit from the services it provides, contributions it receives from the State of Honduras, resources from donations and other funds of lawful origin that result from its operations. Likewise, it is authorized to hire business managers and make investments aimed at increasing its assets in low-risk instruments in the national or international markets. The contributions and donations received by the Council must be published on its website, detailing the amounts or values of the contribution or donation and the name or legal designation of the contributor or contributors, as well as the purposes for which it is intended. The State may make periodic or isolated contributions of resources for specific purposes to it, or subcontract it for activities, consulting services, missions or specific projects related to its functions.
The Board of Directors of the National Investment Council shall be composed as follows: From the Public Sector, a Commissioner of COALIANZA and three State Secretaries appointed by the President of the Republic; and from the Private Sector, four representatives shall participate who shall be appointed by the President of the Republic from a list of ten (10) persons to be submitted by COHEP. Their rotation and conditions of appointment for more than one term shall be determined in the regulation of this Law.
The functions of the National Investment Council are:
- a)
To serve as the Secretariat of the National Council for Competitiveness and Innovation and present to the President of the Republic the public policy proposals necessary to simplify the procedures necessary to carry out private investments or to start a business, as well as to obtain the permits and licenses necessary for its operation, for which purpose it must follow up on the recommendations made in this regard in the Doing Business Report of the World Bank or other international organizations that conduct similar studies;
- b)
To define and/or update annually in coordination with the Presidency of the Republic and the sectoral state entities the list of priority investment sectors in Honduras and design strategies for their promotion;
- c)
To coordinate together with the State Secretariat in the Office of Foreign Relations the activities abroad of its Executive Secretariat. For this purpose, the members of its Board of Directors shall enjoy the status of ambassadors and shall have full powers of representation of the State of Honduras;
- d)
To develop, coordinate, promote and drive through its Executive Secretariat the permanent country image program as the main component of efforts to maintain Honduras' competitive identity abroad. Sectoral state institutions must coordinate with the National Investment Council any international promotion effort intended to be undertaken within their areas of competence;
- e)
To promote Honduras internationally as an investment destination, being able to delegate or subcontract this function to other national or foreign entities;
- f)
To work in coordination with the State Secretariat in the Office of Foreign Relations and in harmony with Honduran diplomatic representations around the world, in order to provide them with updated information regarding changes in legislation or State policy that could incentivize or affect investment, as well as potential other attractions for investment;
- g)
To provide chambers of commerce or other cities as it deems appropriate information regarding changes in legislation affecting investment and business opening and to promote the establishment of a single window to achieve this objective;
- h)
To recommend the approval of legal stability contracts and submit them to the Presidency of the Republic for its signature and approval in accordance with what is established in Article 25 of this Law. Those cases are excepted in which the contract is integrated as a clause in a Public-Private Partnership contract;
- i)
To be the entity in charge of managing and maintaining the membership of the State of Honduras in the United Nations Commission on International Commercial Law (UNCITRAL), UNIDROIT, and other related international organizations dedicated to the study of commercial law, international investment law and other related disciplines;
- j)
To collaborate with the Executive Branch by proposing the regulation of auxiliary private law entities of the Public Administration, when they are not regulated by law; and,
- k)
The other functions assigned to it by this Law or by its regulation. The National Investment Council shall be authorized when it deems necessary and within the limits of its budget to contract wholly or partially the services it requires to evaluate and optimize the quality in the performance of its functions, as well as studies related to the business climate in Honduras.
For the performance of its activities, provision of its services and proper administration, the National Investment Council shall have the support of an Executive Secretariat whose head shall be appointed by the President of the Republic. The appointment shall be permanent and may be removed by the President of the Republic only for just cause. The Executive Secretariat of the National Investment Council shall have the personnel necessary to perform its functions. The functions of the Executive Secretariat shall be those established in the regulation of this Law.
In order to ensure the permanence and expansion of existing investments, the National Investment Council must also provide the services required by investors to facilitate the development and expansion thereof, for which purpose it must maintain a database of investments and maintain permanent contact with company directors and government entities involved, in order to detect potential problems that arise after the establishment of the investment and facilitate their resolution in the most efficient manner possible. In this sense, the Executive Secretariat is authorized to create a specialized unit or contract the services of an existing entity for the provision of post-investment services, and may establish charges for these services.
The National Investment Council is authorized to charge an amount equivalent to 0.25% of annual sales or service billing to those investors who subscribe legal stability contracts with the State as a rate for management and maintenance of the same during the term of the contract.
Reform Articles 29 and 34 of the Law for the Promotion of Public-Private Partnership contained in Legislative Decree No. 143-2010 and its reforms, which shall read as follows:
The Commission for the Promotion of Public-Private Partnership (COALIANZA) is authorized to charge up to two percent (2%) of the value of each authorized project to the adjudicatee thereof, as a rate for the services it provides. The Superintendence of Public-Private Partnership is also authorized to collect from private companies that subscribe public-private participation contracts, a regulatory contribution, to be set by means of the corresponding contract of up to one percent (1%) of the value of annual sales billing, after making the corresponding deductions for the payment of Sales Tax. The funds obtained from such charges shall be administered through a Trust Fund created for each institution, of which the Commission for the Promotion of Public-Private Partnership (COALIANZA) and the Superintendence of Public-Private Partnerships shall be the sole respective beneficiaries. The proceeds of said trust funds shall serve so that each institution may cover all or part of its budget. The provisions for the composition of these trust funds shall be developed in the Regulation of this Law. If there are remaining funds in the COALIANZA trust fund at the end of the Fiscal Year, they shall be reserved for use in the research and development of new projects, the rescue of projects in which scheduled results have not been achieved, and the payment of State defense costs.
To exercise the rights and obligations arising from the legal relationships regulated by this Law, only the authorization to provide a service or develop an infrastructure granted by the Commission is required.
Articles 3-A, 3-B, 6 and III of the State Contracting Law contained in Legislative Decree Number 74-2001 dated June 29, 2001 and in its reform decrees are applicable to the Law for the Promotion of Public-Private Partnership contained in Legislative Decree No. 143-2010 and its reforms. TITLE IV COMPLEMENTARY AND TRANSITORY PROVISIONS
The references made in the Law for the Promotion and Protection of Investments to the Technical Secretariat of the National Investment Council must be understood as references to the Executive Secretariat of the National Investment Council.
For purposes of complying with the provisions established in Articles 15, 16, and 19 of Decree 51-2011 containing the Law for the Promotion and Protection of Investments, judges of the court must instruct those who present before the courts actions on matters described therein regarding the existence of those provisions and the right that belongs to them to appear before the arbitral forum as a primary means of dispute resolution. From the date of entry into force of the present decree, those proceedings that have been conducted without complying with this requirement shall be subject to nullification. This provision must be communicated to the Council of the Judiciary and the Supreme Court of Justice so that the communications are issued and the appropriate instructions are issued to all instances of the Judicial Branch.
Within a period not exceeding one hundred eighty (180) days from the entry into force of the present Law, the
The certification authenticated by a Notary, issued by a Financial System Institution creditor, in which it certifies the full payment of a debt guaranteed by mortgage is sufficient to perform cancellation of the lien in the Property Registry. The Financial System Institution is obligated to issue, at no cost to its clients, such certifications. Property registrars cannot require any other formality to proceed with the cancellation of mortgages.
The norms contained in the present Law must be regulated by the Presidency of the Republic through the Ministry of State in the Office of Finance (SEFIN) within three (3) months following its entry into force.
Repeal Articles 380, 381, 382, and 383 of the Commercial Code contained in Legislative Decree Number 73-50 and its reforms.
Repeal Articles 36, 37, 38, 39, and 54 of Legislative Decree No. 51-2011 and its reforms containing the Law for the Promotion and Protection of Investments.
The present Decree shall enter into force from the day of its publication in the Official Gazette "La Gaceta". Done in the city of Tegucigalpa, municipality of the Central District, in the Session Hall of the National Congress, on the eighth day of the month of January of two thousand fourteen. MAURICIO OLIVA HERRERA PRESIDENT BY THE LAW RIGOBERTO CHANG CASTILLO SECRETARY ANGEL DARIO BANEGAS LEIVA SECRETARY To the Executive Power Therefore: Let it be executed. Tegucigalpa, M.D.C., January 24, 2014. PORFIRIO LOBO SOSA PRESIDENT OF THE REPUBLIC THE SECRETARY OF STATE IN THE OFFICE OF FINANCE CARLOS BORJAS CASTEJÓN
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