Corporate law
We help entrepreneurs, businesses and investors set up their companies and keep them in good standing.
Quick answer: To form a company in Costa Rica, a deed is executed before a notary and registered with the Legal Entities Registry of the National Registry. The most common forms are the corporation (S.A.) and the limited liability company (S.R.L.). Afterwards, the corporate books are legalized, beneficial owners are declared and the annual tax on legal entities is paid.
Companies
- Formation of corporations (sociedad anónima, S.A.) and limited liability companies (S.R.L.).
- Amendments to the articles of incorporation: changes of address, capital, purpose or management.
- Appointment and replacement of board members, managers, statutory auditors (fiscal) and attorneys-in-fact.
- Mergers, dissolutions and liquidations.
Corporate housekeeping and annual obligations
- Shareholder and partner meetings, minutes and legalization of corporate books.
- Guidance on filings with the Registry of Transparency and Beneficial Owners.
- Guidance on the annual tax on legal entities and other recurring obligations.
Commercial contracts
- Service, distribution and confidentiality agreements, and agreements between partners.
- Purchase and sale of shares, quotas and businesses.
Frequently asked questions
What is the difference between an S.A. and an S.R.L.?
In an S.A. (sociedad anónima) the capital is divided into shares and a board of directors manages the company; in an S.R.L. the capital is divided into quotas and one or more managers run it. In both, partners are in principle liable only up to the amount of their contribution.
Can a foreigner own a Costa Rican company?
Yes. Foreign nationals can be shareholders and hold positions in Costa Rican companies. In some situations the law requires a resident agent in the country.
What annual obligations does a Costa Rican company have?
The main ones are paying the tax on legal entities (Law No. 9428), filing the beneficial ownership declaration with the Registry of Transparency and Beneficial Owners (Law No. 9416), and keeping its corporate books and tax filings up to date.
More frequently asked questions
Official sources
- Costa Rica National Registry (Registro Nacional): www.rnpdigital.com
- Ministry of Finance (Ministerio de Hacienda): www.hacienda.go.cr
- Central Bank of Costa Rica (Registry of Transparency and Beneficial Owners): www.bccr.fi.cr
- Costa Rican Legal Information System (SCIJ, in Spanish): www.pgrweb.go.cr/scij
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