This guide provides a focused overview of the legal policies addressing the misuse of corporate assets in Honduras as of 2025. Below, you’ll find a breakdown of relevant criminal and administrative considerations, tailored for international business owners and legal consultants managing Honduran corporate entities.
Legal Framework on Misuse of Corporate Assets in Honduras
In Honduras, asset misappropriation within companies is specifically addressed under the Penal Code (Código Penal, Decreto No. 130-2017). The law makes important distinctions regarding criminal and civil liability, particularly for companies managed by sole directors or sole shareholders.
Criminal Liability Policies
As of 2025, Honduran regulations do not impose criminal liability for the misuse of corporate assets by a sole director or sole shareholder, provided there is no evidence of prejudice to third parties. This applies to structures where an individual both owns and manages the company, with no other external or internal parties affected.
In these instances, issues such as misapplication or unauthorized use of company resources are typically resolved through civil or administrative remedies rather than criminal prosecution. Criminal liability for asset misappropriation—such as cases falling under “apropiación indebida” (misappropriation) or “administración desleal” (disloyal administration)—only arises if third parties or the company itself suffer direct harm.
| Policy Area | Criminal Liability (2025) | Primary Legislative Reference |
|---|---|---|
| Misuse by Sole Director/Sole Shareholder | No, unless third parties or the company are harmed | Penal Code (Decreto No. 130-2017), Articles 376, 377, 378 |
Key distinction: If the misuse of assets does not create prejudice for other shareholders, creditors, or external parties, criminal prosecution is not the prescribed recourse under current Honduran law.
Civil and Administrative Consequences
When misuse occurs absent harm to a third party or the company itself, Honduran legal practice generally treats these issues as matters for civil litigation or administrative review. Commonly, aggrieved stakeholders (such as minority shareholders in rare cases, or creditors) may seek restitution or damages, but the situation does not escalate to criminal courts unless the harm threshold is met.
Relevant Legal Definitions and References
The Honduran Penal Code articulates several related offenses that may be relevant, including asset misappropriation and maladministration. The application of these provisions is context-dependent, focusing on harm to interests outside those of the sole decision-maker. Key articles include 376, 377, and 378 of Decreto No. 130-2017, which outline the basic structures for financial and property-related offenses.
- Misappropriation (Apropiación indebida): Applies only when assets are diverted to the detriment of the company or third parties.
- Disloyal Administration (Administración desleal): Also conditioned on actual material harm to stakeholders.
Comparative Insights for 2025
Unlike many jurisdictions where even potential conflicts of interest regarding corporate asset use can trigger criminal investigations, Honduran policies rely heavily on the presence of actual harm. Business administrators should be aware, however, that where evidence of prejudice to creditors, investors, or other company stakeholders arises, both civil and criminal processes may apply.
Snapshot: Misuse of Company Assets in 2025
| Scenario | Criminal Consequences | Civil/Administrative Action |
|---|---|---|
| Misuse without third-party or company harm | None | Possible |
| Misuse with direct harm (to company or third party) | Possible | Very likely |
Pro Tips: Asset Management and Legal Compliance in Honduras
- Keep thorough documentation: Always maintain detailed records of asset use, even in companies with a single director and shareholder, to avoid future disputes or claims.
- Monitor harm thresholds: Regularly assess whether any company actions could negatively impact creditors or external parties, which could trigger legal consequences.
- Clarify internal policies: Design and implement clear company policies for asset use, even in single-person entities, as an additional safeguard.
- Seek professional review: Before undertaking unusual expenditures or asset reallocations, consult with a local legal professional to confirm compliance with Honduran laws.
To summarize the main points: Honduras currently does not criminalize the misuse of corporate assets by sole directors or shareholders when no third-party or company harm is present. The legal focus is on protecting external stakeholders, and criminal liability depends on demonstrable harm. However, civil and administrative risks still exist for those not diligent in their recordkeeping or internal procedures. Remaining vigilant and aligning company practices with Honduran law helps minimize any exposure, ensuring business operations proceed securely and efficiently.