Incorporating the agency: S.A., S. de R.L. or Sociedad de Emprendimiento
The first structural decision is the corporate form. The Commercial Code (Decree 2-70) offers several options, but for a digital agency or a coworking hub three realistic alternatives usually coexist:
Sociedad Anónima (S.A.) — Guatemala's stock corporation
Maximum flexibility, easily transferable shares, the form best recognized by corporate clients and foreign investors. Ideal when there are prospects of investment rounds, multiple partners or regional expansion.
Sociedad de Responsabilidad Limitada (S. de R.L.) — limited liability company
A close-knit vehicle, for 2 to 4 partners with a close relationship. Contributions are held as quotas that transfer under stricter restrictions. Good for family agencies or among operational partners.
Sociedad de Emprendimiento (S.E.) — simplified entrepreneur company under Decree 20-2018
Simplified regime under the Entrepreneurship Strengthening Law. Faster incorporation, reduced capital and tax benefits during the first years when the project qualifies as an early-stage venture. Ideal for solo founders or duos in the early stage.
Before choosing, it is worth reviewing: number of partners, expectation of external investment, type of clients (corporate clients demand S.A.), projected tax regime, and expansion plans into other markets. The decision is not reversible without cost: transforming a company later requires a notary, an accountant and registry filings.
Electronic invoicing (FEL) from day one
The online Electronic Invoice (FEL) regime administered by SAT is mandatory for every taxpayer in Guatemala. A modern agency cannot operate with paper invoices — its corporate and foreign clients expect an FEL invoice from the first job.
The items to have in place before issuing the first invoice:
- The company's NIT (tax ID) and registration with the Unified Tax Registry.
- Choice of income tax (ISR) regime: General (on profits) or Simplified on income. For agencies with high margins and few deductible expenses, the simplified regime is usually more efficient at the start; for agencies with significant costs (personnel, office, tools), the general regime.
- Registration under the VAT regime — 12% standard rate, zero-rate for export of services.
- Activation of FEL with an authorized provider or directly on the SAT platform.
- Setup of accounting books and a withholding policy when acting as a withholding agent.
The practical rule: do not invoice before FEL is active. Issuing receipts or vouchers outside the system generates fines and deductibility problems for your clients.
Client contracts: the 5 elements agencies always forget
The client contract is the most important document and, paradoxically, the one many agencies issue as a simple one-page quote. In a creative or technical service, without a robust contract you lose the project, the rights and the payment. The five elements that tend to be missing:
1. Detailed scope (SOW)
A precise description of deliverables, number of revisions included, exclusions, acceptance criteria. Without this, every change turns into conflict — the classic scope creep.
2. Intellectual property assignment conditional on payment
The assignment of economic rights must be conditional on full payment of the invoice. Without full payment, the agency retains the rights and the client cannot commercially exploit the work.
3. Mutual confidentiality and data protection
An NDA clause built into the contract, with obligations for both parties and for subcontracted collaborators. Especially critical when accessing the client's databases, campaigns or roadmaps.
4. Termination, default and interest
Upfront deposit, payment milestones, default term, default interest rate, grounds for unilateral termination (for non-payment or for non-delivery) and consequences.
5. Jurisdiction and governing law
Essential when the client is foreign. Choosing Guatemalan jurisdiction (or arbitration) avoids litigating in foreign courts with multiplied costs. For local clients, Guatemalan courts are the default.
Intellectual property: who keeps the logo, the video, the code
The Copyright and Related Rights Law (Decree 33-98) establishes a principle that many clients don't know: the original holder of the economic rights over an intellectual work is its creator. The designer who drew the logo, the editor who assembled the video, the developer who wrote the code.
Without an express, written assignment clause, the agency delivers the file but legally retains rights over the work. The client can use it, but its exclusive commercial exploitation is exposed. And vice versa: if the agency hires freelancers without an assignment clause in its favor, the agency delivers to the client a work over which it does not hold full rights.
Moral rights — authorship and integrity of the work — are non-waivable by the author, but that does not prevent a full assignment of economic rights, which are the ones that matter commercially.
Freelancers, collaborators and the risk of the "disguised employee"
A typical modern agency mixes full-time employees with freelancers and outside collaborators. The problem shows up when what is actually an employment relationship is dressed up as "professional services". The criteria a labor judge reviews are substantive, not formal:
- Subordination: does the collaborator receive direct, daily instructions?
- Exclusivity: do they provide services only to this agency?
- Schedule and place: do they keep a schedule and use the agency's office/equipment?
- Fixed compensation: do they receive a fixed monthly amount like a salary?
- Indefinite duration: is the relationship continuous and stable?
If the answer to most is yes, there is an employment relationship even if the paper says otherwise. Facing a claim, the agency can be held retroactively liable for severance, Christmas bonus (aguinaldo), bono 14, vacation, IGSS, IRTRA and Intecap. For true freelancers — with multiple clients, per-project deliverables, freedom over schedule and method — the professional services contract is valid and must be formalized in writing, with an FEL invoice issued by the freelancer.
Rule of thumb: if your freelancer works only for you and keeps a schedule, they are an employee — enroll them in IGSS and pay their benefits. If they have three other clients, deliver per project and don't report hours, they are a freelancer — formalize professional services with a signed contract and an IP assignment.
Coworking: membership contract and operator liability
A coworking hub has a legal layer distinct from a digital agency. Its product is a shared space and associated services, not a creative deliverable. The elements that tend to fail:
Membership vs. lease
The membership or non-exclusive use license is more flexible than a lease and avoids specific tenant protections. It must be drafted precisely — if the member has an exclusive space, a permanent desk and a fixed rent, a judge can reclassify it as a lease.
House rules
A mandatory document that governs hours, use of meeting rooms, security, guest policy, use of logo and advertising. It must be delivered to the member at signing and be enforceable as an annex to the contract.
Liability for member's belongings
A clause excluding liability for theft or damage to personal items left in the hub, with a recommendation of individual insurance. The operator must maintain reasonable surveillance but is not a universal guarantor.
Land use and POT
Verify with the municipality that the property is authorized for mixed use or for commercial office use. A hub in a strict residential zone can be shut down. The area's Territorial Ordering Plan governs the permitted activity.
Civil liability insurance
A policy covering incidents inside the hub (falls, fires, electrical accidents). It is a small investment compared to the potential size of a claim.
Invoicing foreign clients and export of services
A growing share of Guatemalan agencies works with clients in the United States, Europe or the rest of Latin America. Well structured, this operation benefits from the export of services regime: it is invoiced at zero-rate VAT when the service is rendered from Guatemala and effectively used abroad.
The requirements to document:
- Client domiciled outside Guatemala, with evidence of their tax registration in the country of origin.
- A services contract that specifies use abroad.
- FEL invoice issued under the corresponding classification.
- Payment received from a foreign bank account, with supporting banking documentation.
For income tax (ISR), the profit is taxed normally in Guatemala under the elected regime. If the client is in a country with a treaty to avoid double taxation, applicable withholdings should be reviewed. This whole structure should be set up from the start — regularizing it later is much more costly.
Registering your own agency's trademark
A digital agency's brand is often its most valuable asset: trade name, logo, web domain, social presence. Registering it with the Intellectual Property Registry (RPI) under the Industrial Property Law (Decree 57-2000) grants an exclusive right for ten years, renewable.
Without registration, a third party can register your name and force a costly rebranding. The steps:
- Prior-art search to verify that the mark is available.
- Filing with the RPI in the relevant classes (typically class 35 for advertising and management services, class 41 for educational and entertainment services, class 42 for technology and design services).
- Publication in the Official Gazette.
- Opposition period.
- Grant and issuance of the registration certificate.
The full process takes between 8 and 14 months. The advantage of starting early is that the filing date is the date that counts for priority against third parties.
Contracts with influencers, advertising compliance and data
Two fronts newer agencies tend to ignore and that are already sources of claims:
- Contracts with influencers and creators: they must regulate the scope of the campaign, publication deadlines, prior approval of content by the client, temporary category exclusivity, assignment of rights over the content created, and liability if the creator publishes something that violates the Consumer Protection Law (Decree 6-2003).
- Advertising compliance: the Consumer Protection Law prohibits deceptive advertising, unfair comparative advertising and omission of essential information. When the agency designs a campaign, it shares liability with the advertiser. A disclaimer in the client contract (client's representation of the truthfulness of its claims and a hold-harmless in favor of the agency) is indispensable.
- Personal data of end users: while a specific personal data protection law is pending approval in Guatemala, good practices include a privacy notice, a legal basis for processing, reasonable security measures and a data-processor agreement with the client when the agency processes data on their behalf.
When the agency processes payments for its client
Some agencies, especially in e-commerce or performance marketing, end up processing payments, integrating gateways or moving funds on behalf of their clients. That change of role triggers an additional regulatory layer: anti-money-laundering obligations before the Special Verification Intendancy (IVE) of the Superintendency of Banks, with registration, KYC policies, a compliance officer and reports.
Before adding "payment processing" to your service offering, review the structure with a corporate attorney. In many cases it is preferable to keep the gateway in the client's name and limit the agency to the technical integration, avoiding entering the regulated perimeter.
The orderly path to launch your agency or coworking hub
- Choice of corporate vehicle — S.A., S. de R.L. or Sociedad de Emprendimiento, depending on the project.
- Public deed of incorporation before a notary, with a broad corporate purpose covering technology, marketing and advertising services and — if applicable — coworking operations.
- Registration at the Mercantile Registry and issuance of the business license.
- NIT, tax regime and FEL active before SAT.
- Trademark registration of your own brand with the RPI in the relevant classes.
- Contract templates: with clients, with freelancers, with employees, with influencers, with vendors.
- Internal house rules for the hub (if it is coworking) and an IP and confidentiality policy (if it is an agency).
- Civil liability policy and errors & omissions (E&O) coverage.
- Export of services structure when there are foreign clients.
Each step looks bureaucratic on its own, but taken together they are the difference between a solid operation and one that collapses at the first real conflict.
Frequently asked questions
Which company is best for an agency?
S.A. for projects with multiple partners or external-investment prospects; S. de R.L. for small, close-knit teams; Sociedad de Emprendimiento (Decree 20-2018) for solo founders or duos in the early stage, with tax benefits.
Should I use service contracts or employment contracts with my collaborators?
It depends on the reality of the relationship, not the paper. If there is subordination, a schedule, exclusivity and fixed pay, it is an employment relationship with all benefits. Only freelancers with multiple clients and freedom over method can go under professional services.
Who owns the copyright to the video we made for the client?
Under Decree 33-98, the creator. To transfer it to the client, an express, written assignment of economic rights is required, ideally conditional on full payment.
Do I pay VAT if my client is in the U.S.?
No, if you meet the export-of-services regime: client domiciled abroad, use abroad and full documentation. It is invoiced at zero-rate VAT.
Is coworking a lease or a membership?
It depends on how the contract is designed. Membership is more flexible and avoids specific tenant protections, but it must be drafted precisely so as not to be reclassified.
Do I need to register my trademark?
It is not mandatory, but it is highly recommended. Without a registration, a third party can register your name and force a costly rebranding.
What do I do if a client doesn't pay?
With a signed contract, an FEL invoice issued and evidence of delivery, you can send a notarial demand first and then start an executive or commercial proceeding. Upfront deposits, milestone payments and retaining IP until full payment prevent most cases.
Does Decree 15-2026 AML apply if I process payments for my client?
It can apply. If you channel funds on behalf of others, integrate your own gateways or move money between clients, review with a corporate attorney whether you trigger obligations before the IVE of the Superintendency of Banks.