Costa Rica Sociedad Anonima (S.A) Company Formation
The Costa Rican Sociedad Anonima is similar to a Limited Liability Company in the UK or a GmbH in Austria and Germany in that it is a legal entity which is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in an SA are liable to lose only the value of the share capital to which they subscribe.
Costa Rica is an attractive jurisdiction for an international business to establish a tax free haven as companies that generate no commercial income within Costa Rica are exempt from corporation tax.
Company names must be unique and prior approved by the registry. The name may be in English provided it is accompanied by a Spanish translation. The company name must end with the suffix Sociedad Anonima. We are able to check whether your proposed company name is acceptable with the registry.
All companies must have a registered office in Costa Rica where all official company documents and correspondents may be served. We are able to provide the registered office.
A minimum of three directors is required for a Sociedad Anonima; there are no restrictions on nationality or residency.
A minimum of two shareholders is required to incorporate a company. Company shareholders may be of any nationality, they can be also be directors and corporate shareholders are allowed. Once the company is incorporated a single shareholder is permitted. Annual general meetings are required but they may be held anywhere in the world and can be attended via electronic means.
There is no minimum share capital but at least 25% of the chosen amount of capital must be paid up on incorporation.
Only ‘Large’ or public companies are required to file annual financial statements with the Registro Nacional and have their accounts audited. All companies must keep accounts at the registered office in Costa Rica. Companies must file tax returns within two months and 15 days of the end of the fiscal period.
Once all the necessary documents have been received it takes only two weeks to incorporate a Sociedad Anonima in Costa Rica.
Proof of Identity
As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.
There is no need to visit Costa Rica in order to incorporate a Sociedad Anonima.