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Costa Rican Company Registration. S.R.L. (Sociedad de Responsabilidad Limitada). Service offer

Advantages of the jurisdiction. Budget for setting up business in Costa Rica. Company incorporation. Company structure. Company administration.

Advantages of the jurisdiction

  • Quick and completely remote incorporation of a company;
  • No tax on income from business conducted outside Costa Rica;
  • No state register of beneficial owners;
  • Non-public register of shareholders;
  • No requirement to have economic substance (but it can be arranged if necessary).

Budget for setting up business in Costa Rica

Services
Fees (USD)
Total cost of company incorporation with one shareholder and standard articles
3 500
Nominee director
3 000
Bank account opening
from 2 500[1]
Total:
from USD 7 710

Time frame for setting up business in Costa Rica

  • Company incorporation – from 24 to 72 hours (2-3 weeks, including shipment of documents);
  • Bank account opening – please check with a consultant.

Company incorporation

Incorporation of a Costa Rican company includes the following steps:

1) It is necessary to decide on:

1. company name to be checked for its availability (at least two names), which name:

  • must not be identical or similar to the name of an existing company;
  • must contain a suffix denoting the type of entity;

2. company structure (directors, shareholders);

3. activity and geography of business.

2) Paying fees for services

3) It is necessary to provide

documents for directors / shareholders / attorneys:

  • Notarized copies of passports with notarized translation into English;
  • Proof of address;
  • Completed and signed client declaration, original;
  • Detailed information about the origin of funds.

Please note that the registered agent has the right to request any other documents and information.

4) Preparing a package of documents

for company incorporation, having the documents signed by the directors and shareholders.

5) Filing an application with the Trade register

The incorporation of a company can take from 24 to 72 hours once all the necessary information and documents have been provided.

The company documents will include:

  • Certificate of Incorporation;
  • Articles;
  • Legal Books;
  • Resolution to issue shares;
  • Register of shareholders;
  • Share certificates.

All documents are issued in Spanish, but they can be translated into English with official translation certified.

Company structure

Directors

A company must have at least one director who is an individual.

Shareholders

The minimum number of shareholders in a company is 1; they can be individuals or legal entities; there are no requirements as to their residency.

Auditor

This can only be an individual. If a company does not do business in Costa Rica as such, the auditor’s appointment is nominal in nature.

Resident agent

A company’s representative who is appointed only to liaise on its behalf with government authorities. It has no powers to do anything else on behalf of the company or to manage its affairs.

Share capital

There are no requirements for the size of share capital.

Company administration

The annual costs include provision of a registered office address and services of a resident agent. The company’s auditor prepares financial statements, however, if a company does not do business in Costa Rica, it is considered inactive and can just submit dormant accounts.

This offer is not a consultation. To assess the company’s tax burden, we recommend seeking tax advice (which can be arranged upon request).

Fees[2]

Services
Fees (USD)
Total cost of incorporation of a new company (not including apostilled copies of corporate documents or translation)[3]
3 500
Local director (Costa Rican resident) annual fee[4], not including a power of attorney
3 000
Apostilled power of attorney with translation into English
from 1 200
Apostilled set of copies of corporate documents
from 500
Extract from the register of companies (without apostille)
660
Official translation of a set of corporate documents into English
from 450
Compliance fee
Payable in the cases of:
- incorporation of a company,
- renewal of a company,
- liquidation of a company,
- transfer out of a company,
- issue of a power of attorney to a new attorney,
- change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder,
- signing of documents.
350 (standard rate, includes the check of 1 individual)
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL
450 (rate for high-risk companies, includes the check of 1 individual)
100 (signing of documents)

[1] Please check with a consultant of GSL Law & Consulting about the possibility of opening a bank account for the specific activity.

[2] The fees are valid as at July 2024.

[3] The fee does not include certification or translation of copies of passports of directors / shareholders / beneficial owners or of powers of attorney for the making of constitutive documents.

[4] Nominee director’s fee only covers the director’s annual corporate duties to the company, and does not include any additional work done on the instructions of the client / under legal requirements.

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from USD 7 710
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