Incorporate a Sociedad Anónima in Costa Rica
A Sociedad Anónima (SA) is the most popular form of business organisation in Costa Rica. After you have submitted the company name of your SA to us, we will check the availability of your proposed company name and reserve it with the Public Registry free of charge. You can carry out a free name check now using our Company Name check service. A Costa Rican company name must be unique and approved by the registry prior to incorporation, the company name may be in English, provided it is accompanied by the corresponding Spanish translation. The suffix Sociedad Anonima or S.A. must be included with the purpose of identifying the nature of the business entity.
The Articles of Incorporation drafted by Formacompany must be signed by the founding shareholders and notarised by a Costa Rican public notary. The Registry will then issue an official entity registration card number (cédula jurídica) and assign registration entry numbers (citas de inscripción).
Once incorporated the entity should seal six books with the Revenue Administration Seals Unit, these are three sets of minute books and three sets of accountancy records must be maintained. One set is for the directors’ use, one is for the shareholders and the third must be kept in the registered office. We will assist you with all aspects of these requirements and take care of the drafting and filing of all documents on your behalf.
It takes only two weeks to incorporate your company.
Formacompany has over 20 years’ experience forming companies in Costa Rica and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.
What you need to incorporate a Limited Company/ SA in Costa Rica
To begin incorporation of your Costa Rican SA we will require the following:
- Your company name
- The full name, date of birth, address and nationality of all directors
- The full name and address of all shareholders
Documents you are required to provide:
- Proof of identity (passport, national identity card, photographic driving licence).
- Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)
- All Costa Rican SAs must have a registered office where official correspondence is sent, this may be a commercial or residential address and it is normally the main place of business of the company. If you do not have an available office in Costa Rica we can arrange one for you as part of our Corporate Administration Package.
- A Costa Rican SA requires a board of three directors, appointed by the shareholders. The board of directors comprises of a President who legally represents the corporation before third parties, the Secretary in charge of the corporation books and records, and the Treasurer in charge of financial affairs.
- It is also a requirement that the company appoint a fiscal agent; this is a company accountant whose duties are over see the board of directors and to report to the shareholders. The fiscal agent and his immediate relatives cannot be the directors of the company.
Shares and Share Capital requirements
- There is no minimum share capital requirement for a Costa Rican company but at least 25% of the issued share capital must be paid up upon incorporation. The ownership and transfer of shares are regulated by the shares chapter of the Code of Commerce.
- Shareholders may be of any nationality and may reside anywhere, the shareholder can be a person or a corporation and there is no upper limit to the number of shareholders.
- A minimum of two shareholders is required to incorporate your company, once incorporated a single shareholder is permitted. There are no restrictions placed upon the nationality or residency of shareholders. Shareholders may also be directors.
Ultimate Beneficial Owners – UBO
All Costa Rica companies are required to disclose the details of the Ultimate Beneficial Owner (UBO) to the Transparency and Final Beneficiaries Registry (Registro de Transparencia y Beneficiarios Finales, RTBF). The personal information of the ultimate beneficiaries such as, identity number, contact information, passports, capital, type of shares and number of shares is required . RBO reporting to the RTBF is to be updated annually in order to keep the company in good standing.
Ready Made Companies
- We have shelf companies in Costa Rica currently available, with standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities.
What you receive after setting up your new business
- Original Certificate of Incorporation
- Original share certificates
- Original government receipt as evidence of payment of annual company registration and license fees
- A Minutes of General Assembly Book, a Minutes of Board of Directors Book, a Shareholders Registry Book, and three accounting books. Costa Rican law requires you maintain these documents and we will provide you with them upon incorporation. These documents will be authorized by a competent Taxing Authority and can be stored anywhere in the world.
Advantages of Registering a Limited Company/ SA in Costa Rica
- Incorporating a Costa Rican Sociedad Anónima does not require you to travel. There is no requirement for you to travel to Costa Rica to incorporate your company and, provided your company does not operate in Costa Rica, you are not required to hold annual meetings.
- A Costa Rican SA requires minimal administration. Corporations that do not operate in Costa Rica are not required to file a Financial Statement before any National Authority.
- Companies that generate no commercial income within Costa Rica are not required to pay corporation tax. This provides a very attractive setting for any international business seeking a tax free haven.
- It is inexpensive to incorporate in Costa Rica. A Costa Rican SA has low cost company maintenance and government fees.
- An SA in Costa Rica provides extensive confidentiality for the directors and shareholders. There is no disclosure to the government of the company’s beneficial owners and there are minimum on going compliance requirements
Important Information about Incorporating a Limited Company/ SA in Costa Rica
- A data processing licence may be obtained within two weeks of incorporation from the Provincial or Cantonal Authorities.
- Your company must register for tax with the local authorities. We will complete the tax registration as part of your company formation.
- The company must file an annual tax return irrespective of whether it is liable to pay tax on income. Reporting requirements for an SA company are minimal.
- Costa Rican companies do require a secretary to be appointed. We are happy to act as your company secretary if required.
- Migration of domicile is permitted