Want to set up a firm in Costa Rica? We can assist you in starting a business or in buying a shelf company in Costa Rica with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Costa Rica includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Costa Rica. The total price of company formation in Costa Rica includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).
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:
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:
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:
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.
Price3 500 USD
including incorporation tax, state registry fee, including Compliance fee
Price1 000 USD
including registered address and registered agent, NOT including Compliance fee
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Price3 000 USD
Paid-up “nominee shareholder” set includes the following documents
Compliance fee is payable in the cases of: 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 / BO (except the change to a nominee director / shareholder)
simple company structure with only 1 physical person
additional compliance fee for legal entity in structure under GSL administration (per 1 entity)
additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)