Company Formation Guide

Costa Rica Company Formation

Complete services for Costa Rica company formation — step-by-step setup, legal requirements, and cost breakdown.

Overview · 01

Structure

Companies in Costa Rica can be established as a corporation (Sociedad Anonima, S.A.) or a limited liability company (Sociedad de Responsabilidad Limitada, SRL).
A corporation is a general company limited by shares.
Ownership is divided into shares that can be freely transferred.
There is no minimum share capital requirement, except for the issuance of at least two shares at the time of incorporation.
The share capital may be denominated in any currency.
The minimum number of shareholders required to incorporate a company is two, but the shares of the second shareholder may be transferred to the sole shareholder immediately after incorporation.
Shareholders may be both foreigners and non-residents.
The company is managed by a board of directors consisting of at least three members, who serve as the representative, secretary, or treasurer.

Ownership of a limited liability company is divided into shares.
The minimum capital is 0, and the capital must be denominated in Costa Rican colones (CRC).
The company may consist of one member (shareholder).
The company is managed by one or more managers (gerente).
Both managers and members may be foreign nationals and non-residents.

Taxation · 02

In Costa Rica, taxes are levied based on the principle of territoriality.
All income derived from business activities conducted within Costa Rica is subject to Costa Rican corporate income tax.
The corporate income tax rate is 30%.
For small companies (with annual revenue of up to 122,145,000 Costa Rican colones), the corporate income tax rate is 25%, with a progressive tax rate ranging from 5% to 20%.
Companies whose income is generated from activities and transactions outside Costa Rica are not subject to taxation in Costa Rica.

Compliance · 03

Costa Rican companies must maintain a resident agent and registered address in Costa Rica.
Information on the company's ultimate beneficial owner (UBO) must be submitted to the Central Bank of Costa Rica annually.
The company must maintain accounting records and prepare financial statements.
Tax returns must be filed annually.
Financial statements do not need to be audited.

Process · 04

1Submit the required documents for the shareholders/directors to be registered
2Pay the establishment costs
3Sign the corporate establishment documents prepared by our company
4Sign and notarize the POA (Power of Attorney) and send it by international mail
5Prepare the corporate establishment certificate and articles of incorporation in the presence of a civil notary public authorized in Costa Rica
6Submit the notarized public deed and articles of incorporation to the Commercial Registry
7Incorporation
8Register the following documents with the Registry of Documents: minutes of the general meeting, minutes of the board of directors, accounting records, resolutions, and certificates
9Completion of the incorporation process

Pricing · 05

Service	Amount (USD)
Costa Rica Corporation/Limited Liability Company (SA) Establishment and First Year Costs	USD 4,500

Included:

All applicable registration and government fees (Registro Publico)
Preparation of Articles of Incorporation and Bylaws (in Spanish)
Acting as initial shareholder before a notary public and drafting the Articles of Incorporation
All applicable notary public fees
Submission of the notarized incorporation certificate to the Commercial Registry
Preparation of the shareholders' resolution regarding the appointment of directors and the waiver of rights by the initial shareholders
Preparation of the minutes of the first board meeting regarding stock allocation, director appointment, designation of a registered agent and office, and other related matters
Preparation of the stock ledger
Preparation of stock certificates
Preparation and issuance of the Certificate of Incumbency (Company Existence Certificate)
Providing a registered address service for one year
Local agent services for 1 year

Optional:

Optional Service	Amount (USD)
Director Nominee Service (1 person) — 1 year	USD 2,500
Shareholder Nominee Service — 1 year	USD 2,500

*A corporation (SA) requires 3 directors, but a limited liability company (SRL) only requires 1 manager.

Service	Amount (USD)
Annual corporate service fees (payable annually starting one year after company incorporation)	USD 3,600

Included services: