San José, Costa Rica

COMPANY FORMATION

IN COSTA RICA

We handle the formation, management, and accounting of your company.
The Costa Rican company is fully operational within 3 business days.

Book your free initial consultation today!

There are two common types of companies:

Sociedad Anonima S.A.

  • Corporation, commonly called SA
  • Founding members: 3 adult individuals, requiring a three-person board of directors (President, Secretary, and Treasurer).

Sociedad Responsabilidad Limitada SRL

  • Limited Liability Company, commonly called SRL
  • Founding members: 2 adult individuals. Only one person is required to manage the company.

In both cases, the initial capital (liability) starts at USD 100. Shareholders (S.A.) or members (SRL) are only liable with the company’s assets.
Personal assets are protected from potential creditor claims.

Company Formation Process and Services

1) Preparation of the company’s notarized articles of incorporation

2) Registration of the notarized company agreement with the national registry

3) Issuance of shares (S.A.) or membership interests (SRL)

4) Preparation of legal books

5) Registration with the tax authority (Hacienda)

6) Issuance of the latest legal representation certificate (commercial registry extract)

7) Notarized certificate of the composition of members (SRL) or shareholders (S.A.)

8) Notarized power of attorney for the preparation of the RTBF (“Registro de Transparencia y Beneficiarios Finales”) for the Central Bank

Payment of Taxes

All corporations must be registered with the tax authority (Hacienda).

Active Companies

They pay approximately USD 240 annually in corporate tax (Impuesto a las personas jurídicas).

An active, i.e., operating company pays an annual corporate tax, as well as all other regularly applicable taxes, such as sales tax and value-added tax (VAT).

Inactive Companies

They pay approximately USD 140 annually in corporate tax (Impuesto a las personas jurídicas).

Inactive companies do not conduct business but only hold assets such as a car, house, boat, airplane, etc.

RTBF – Registro de Transparencia y Beneficiarios Finales
(Transparency Register and Ultimate Beneficiaries) under the Anti-Money Laundering Law

Annually, the shareholders, i.e., the beneficial owners, must be registered in the shareholder registry at the Central Bank of Costa Rica (BCCR), as well as the members of an SRL (LLC). Company owners who cannot register themselves, do not have access, or lack a “Firma Digital,” appoint a notary with a notarized power of attorney so that the notary can perform the annual registration on their behalf.

Legal company books record changes and registrations for an SRL, S.A., or foundation, and also document the conduct of the annual general meeting, among other corporate matters.

Do you need a business address in Costa Rica?

For business or private purposes, and to reliably receive official correspondence from authorities.

With LEGAL coop, you receive a business or residential address, combined with professional communication solutions.

Frequently Asked Questions

There are MANY reasons—both personal and legal—why you might prefer a corporate structure! These types of companies constitute a “legal” entity. This allows you to immediately apply for and hold utilities such as water and electricity connections, an ICE phone number, and much more. As a “natural” person, many of these things are only permitted once you obtain residency.

Absolutely.

The value-added tax is called “Impuesto sobre el Valor Agregado” (IVA) and amounts to 13%.