Liquidation & Dissolution in Guatemala
Formally dissolve and liquidate your Guatemalan S.A., closing Registro Mercantil, SAT, and IGSS obligations correctly so shareholders stay protected.
Liquidation Timeline
6-12 months
Tax ID
NIT
Primary Registry
Registro Mercantil
Liquidation & Dissolution in Guatemala: What You Need to Know
Dissolving an S.A. in Guatemala starts with shareholders approving dissolution at an Asamblea General Extraordinaria, with the minutes raised to a notarial public deed and registered at the Registro Mercantil, after which the company enters "en liquidación" status and must add that phrase to its legal name. A liquidator must be appointed and separately inscribed as an Auxiliar de Comercio, and three separate edicts, dissolution, liquidator appointment, and final balance sheet, must each be published three times in the Registro Mercantil's e-Edictos system. SAT must be notified of the dissolution within 30 business days, and definitive NIT cancellation is filed through SAT's Agencia Virtual, requiring full RTU compliance, zero outstanding filings, and a Registro Mercantil liquidation certification valid only 30 business days. Any vehicles registered to the company's NIT must be transferred or deregistered before SAT will approve cancellation. A fully compliant liquidation realistically takes 6 to 12 months, given the sequential edict-publication waiting periods across three separate Registro Mercantil filings plus SAT processing.
Key Requirements
Shareholders approve dissolution at an Asamblea General Extraordinaria, with the minutes raised to a notarial public deed
The deed and minutes are registered at the Registro Mercantil, after which the company enters "en liquidación" status and must add that phrase to its legal name
A liquidator must be appointed and separately inscribed as an Auxiliar de Comercio, its own registration requiring a fee and 3 published edicts
Three separate edicts, dissolution, liquidator appointment, and final balance sheet, each published three times in the Registro Mercantil's e-Edictos system (the final balance sheet edict applies to S.A. entities, not required for S. de R.L.)
SAT must be notified of the dissolution within 30 business days under Código Tributario Art. 120, with a Q50 certification fee
Definitive NIT cancellation filed through SAT's Agencia Virtual (Cese de Actividades), requiring full RTU compliance, zero outstanding filings, and the Registro Mercantil liquidation certification, valid only 30 business days
Any vehicles registered to the company's NIT must be transferred or deregistered first, since SAT will not approve NIT cancellation while they remain
Common Challenges
Two separate registrations may need closing, not one
A company operating as both a sociedad and a separate empresa mercantil has two distinct Registro Mercantil cancellation procedures. Closing only the sociedad's registration while the empresa mercantil stays open is a common, easy-to-miss gap.
IGSS employer deregistration is a distinct, easily forgotten step
Baja patronal with IGSS requires the Registro Mercantil's clausura certificate, SAT's cese certificate, the last paid payroll, and owner identification, and it happens only after RM and SAT closure are both complete, leaving the employer account open to inspection if skipped.
A FEL compliance flag can block the SAT closure request outright
Being flagged or inhabilitado for FEL (electronic invoicing) issues can block the cese de actividades request before it's even reviewed, so FEL status needs confirming before, not during, the SAT filing.
How NavviPal Helps
Coordination of the Asamblea General Extraordinaria, the notarial deed, and the Registro Mercantil filing in the correct sequence
Liquidator appointment and Auxiliar de Comercio inscription, plus management of the three required e-Edictos publications
Handling of SAT's dissolution notification, NIT cancellation, and resolution of any FEL or vehicle-registration blockers before they stall the request
IGSS employer deregistration and municipal operating-license cancellation, coordinated after the Registro Mercantil and SAT closures are complete
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