Costa Rica - Company Incorporation

Costa Rica Company Incorporations

There are two basic types of limited liability companies available under Costa Rican law as shown below.

Stock Corporation - Sociedad Anónima - SA

We recommend the S.A. as an excellent low profile holding corporation.

  • Requires at least three directors - president, secretary and treasurer.
  • Requires a comptroller, called a fiscal, to ensure the company abides by the laws of Costa Rica.
  • There must be at least two shareholders at incorporation, after incorporation one shareholder may wholly own the company.
  • Total amount of capitalisation must be paid in advance of incorporation.  Minimum capital is 1,000 colones.

Limited Liability Corporation - Sociedad de Responsabilidad Limitada - LTDA

  • May have a manager instead of a board of directors.
  • Shares cannot be endorsed or transferred, they must be assigned.  To be assigned they require approval of 75% or more of the other stockholders.
  • If a person's name is used as part of the name of a company, that person is personally liable for corporate debts to the amount of the paid up capital of the largest single stockholder.

Starting a Business in Costa Rica

Check the availability of the proposed company name and reserve the name in the Public Registry
A Notary Public drafts and notarises a public deeds of the incorporation charter for registration before the Mercantile Section of the Public Registry.
Send the notice of the constitution of the company for publication in Costa Rica's official newspaper La Gaceta
Deposit capital in the bank account
Register the incorporation charter in the mercantile Section of the Public Registry - takes up to 4 weeks
File Form D-140 with the before the Tax Department to register the company as tax payer
Legalise the company's books at the Ministerio de Hacienda
Apply for the business license Patente Municipal from the Municipality