Company Registration in Costa Rica - Business Starting & Setup

The laws of Costa Rica belong to civil law with some Latin American elements. Originally Costa Rican laws are based on Spanish law. Constitutional law follows the model of the US, civil and criminal laws are influenced by French law.

The principle law sources in Costa Rica: Constitution, acts and statutes, Parliament laws and resolutions, President decrees, subordinate legislation of other government authorities. Corporate law is based on Commercial Code, Law No.3284.

Under Thai legislation, the following types of commercial entities may be established in Costa Rica to carry on business:

• Stock Corporation (Sociedad Anónima);
• Limited Liability Company (Sociedad de Responsabilidad Limitada);
• Public Limited Company (Sociedad Anónima Abierta; S.A.A.);
• Limited Partnership (Sociedad en Comandita Simple);
• General Partnership (Sociedad en Nombre Colectivo).

The Stock Corporation (Sociedad Anónima) has been the most commonly used structure by foreigners.

According to Costa Rican law, there are following requirements to the company name:

• it is not allowed to use such words as "Bank", "Finance" “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”, “Municipal”, “Royal”, ‘Trust Company”, “Trustee Company” or related words unless it would be previously approved by the Central Bank of Costa-Rica and the Superintendence of Banks;
• Cyrillic alphabet is not permitted in company name;
• Standard languages are English and Spanish;
• it should not be identical or similar to the existing names;
• may contain such words as “Corporation”, “Incorporated”, “Ltd”, “Corp”, “Inc”;
• must have a company suffix: for Stock Corporation - Sociedad Anónima or S.A.

Besides, companies can also be registered by number, in which case the name would not have to be verified.

There are 9 main steps to setting up a stock corporation in Costa Rica as follows:

1. Check the availability of the proposed company name (1 day): the company name can be verified online (https://www.rnpdigital.com) free of cost. In addition, the company can request a name certificate for a cost of CRC 250 at the registry.
2. A notary public drafts and notarizes public deeds of the incorporation charter for registration before the Mercantile Section of the Public Registry online http://www.crearempresa.go.cr (1 day).
3. Deposit capital in the bank account, pay registration fees and stamp duties (1 day).
4. Register the incorporation charter in the mercantile section of the public registry and obtain authorization to legalize the company books; send the notice of constitution of the company (edicto): Since February 2012, all incorporation documents can be submitted electronically.
5. File Form D-140 with the before the Tax Department to register the firm as a taxpayer online (2 days).
6. Register for labor risk insurance with the National Insurance Institute (Instituto Nacional de Seguros) – 1 day.
7. Apply for sanitary permit (1 day).
8. Register the company as an employer with Caja Costarricense de Seguro Social (CCSS, Social Security Institution) -1 day: after submitting the documents required, the CCSS issues a registration form (inscripción ante CCSS de persona jurídica) that allows the company to start operations. Within 15 days after registration with the CNSS, the company will receive an ex-post inspection from an officer, which consists on a simple verification of the information provided by the company about the business activity and the employees.
9. Apply for the business license (patente municipale) from the municipality (15 days).

It is required to have the local registered office. Copy of the entire charter of incorporation, register of directors, powers of attorney and legal representation, capital stock of the company must be kept at the registered office.

It is required to have a local registered agent if none of the directors have a permanent domicile in Costa Rica.

There are no requirements for the Companies of Costa Rica to have a seal.

The redomiciliation of companies either to or from Costa Rica is permitted. Article 227 of the Commercial Code of Costa Rica establishes that companies from countries where legislation allows them to transfer their domicile to another country, and which have been authorized by a resolution adopted at a General Stockholders’ Meeting to do so, may transfer their domicile to Costa Rica by a prior registration in the Costa Rican Registry of the documents specified therein. Laws which neither explicitly permit nor explicitly prohibit such transfers are deemed to allow them.

Costa Rican legislation has established that the members of the Board of Directors are also the officers of the company. Thus, the Chairman of the Board, known in Costa Rica as the President of the Board, is also the Chief Executive Officer of the company. The law requires that the Board of Directors have a minimum of three members for the offices of President, Secretary and Treasurer, but there is no maximum number limit, so additional members can be appointed with other denominations or simply as Directors.

The term for which said Directors are appointed must be indicated in their appointment resolution and can be for the period of existence of the company.

The members of the Board of Directors can be either nationals or foreigners, corporate or natural person.

The information about directors and officials is disclosed on the Mercantile Registry of the National Registry.

The Board of Directors’ Meetings may be held outside of Costa Rica, provided that the cities where such meetings will be held are previously indicated in the incorporation charter. Board members must attend meetings personally and cannot delegate their powers on other Board members.

Company secretary is required but there are no special requirements for secretary's residency, and qualification. Corporate secretaries are not permitted.

The minimum number of share holders in Costa Rica companies is two, which can be either a person or a company, a resident or non-resident. Corporate shareholders are permissible. After formation, the corporation may have any number of shareholders. It is important that there are no publicly accessible records of Shareholders.

The law requires only one annual shareholders’ meeting at the social domicile, but the shareholders may hold as many as they wish. In the first case, it is an Ordinary Shareholders’ Meeting that must be held between October first and December thirty-first each year. Annual shareholders’ meetings may be held in Costa Rica or else in any other jurisdiction of which the shareholders duly approve. In the latter case, the name of the city or cities where such meetings will take place must be indicated in the incorporation charter before such meeting can be held there. The meeting can be held by the legal agents of the corporation in Costa Rica via a proxy letter.

The shareholders must appoint a Statutory Auditor who supervises the activities of the Board of Directors and reports to the shareholders. The Statutory Auditor is not a member of the Board nor can he be linked by family ties with any of its members. As in the case of Directors, there is no specific requirement that the Statutory Auditor be a national of Costa Rica.

It is important fact that there are no publicly accessible records of beneficiary in Costa Rica. The right of confidentiality is recognized in the legal system by both the Commercial and Criminal Codes, as well as by the Organic Law of the National Banking System.

Corporations have no minimum capital requirements, but at least 25% of the subscribed capital must be paid in full upon formation. The capital of the company can be expressed in any currency. It is normal to use a capital equivalent to US$100.00 (One hundred U.S. Dollars).

Shares of no par value and bearer shares are not allowed.