Costa Rica Company Formations
To start a corporation in Costa Rica we submit the documents to the Mercantile Registry; this will begin the process of registering the company and obtaining the corporate identification number, (Cedula Juridica) then we will register with the Public Registry (Registro Publico).
S.A - Sociedad Anónima
- S.A's are the most commonly used company in Costa Rica given their structural flexibility
- S.A's must be formed by at least two shareholders, each of whom must subscribe at least one share
- Capital stock of an SA is divided in shares, and the shareholders’ liability is limited to their capital contributions
- No legal restrictions regarding ownership of shares
- SA has a board of directors, formed by a minimum of three members which must be President, Secretary and Treasurer
- Reserving your Company Name
- Liaising with the local registrar and relevant authorities
- Structuring the company as per your requirements
- Preparation of your Company Registration Forms
- Filing the documents with the Mercantile Registry Section of the Public Registry
- Payment of Government fees
- Notarisation of incorporation charter
- Publication in Costa Rica’s official newspaper La Gaceta announcing the company formation
- Register the incorporation charter in the mercantile Section of the Pubic Registry
- Registration for company tax number
- Legalisation of the company’s books
- Data Processing Commercial License (if requested)
- Issue of shares and production of Share Certificates
- All documents and certificates supplied in a professional folder by FedEx / DHL courier
Authorised and Issued Share Capital
There is no minimum share capital requirement for a Costa Rican company but it is recommended to incorporate with an authorised capital of CRC 10,000 (€14). The ownership and transfer of shares are regulated by the shares chapter of the Code of Commerce.
At least three directors are required to incorporate with no restriction placed upon the nationality.
Costa Rican companies do require a secretary to be appointed and we are happy to act as your company secretary.
Company names can be expressed in any language provided that their Spanish translation is included in the articles of incorporation.
A Costa Rican company name must be unique and approved by the registry prior to incorporation. We will check the availability of your proposed company name and reserve it with the Public Registry. The company name may be in English, provided it is accompanied with the corresponding Spanish translation. The suffix Sociedad Anonima or S.A. must be included.
A minimum of two shareholders are required to incorporate your company. There are no restrictions placed upon the nationality of shareholders.
- Shareholders may be the same as the directors
- After incorporation a single
shareholder is permitted
Articles of Incorporation
The Articles of Incorporation drafted by us must be signed by the founding shareholders and notarised by a Costa Rican notary public. The Registry will then issue an official entity registration card number (cédula jurídica) and assign registration entry numbers (citas de inscripción).
The company must have a Minutes of General Assembly Book, Minutes of Board of Directors Book, Shareholders Registry Book and three accounting books. We will provide you with this documentation upon incorporation.
Corporations that do not operate within Costa Rica are not required to file Accounts.
Corporations that do not operate within Costa Rica are not required to hold annual meetings.
In order to register a new corporation, we complete the following:
- In Costa Rica company formation is governed by the Commercial Code and the law requires that at least two incorporators personally appear before a Costa Rica Notary Public to sign the articles of incorporation documents and is recorded in the National Registry.
- The notary public who drafts the request must verify with the Public Registry that the proposed trade or commercial name for the company is not already registered.
- The notary public who drafts the request must also prepare a study of the Registry in the case that contributions of personal property or real estate are registered as part of the capital stock.
- Publish in Costa Rica’s legal newspaper, La Gaceta, an announcement of the corporation’s formation. The announcement must appear for a total of eight days.
- Pay all due revenue stamps and registry rights at any Banco de Costa Rica branch office.
Once the above requirements have been completed, we present the paperwork to the Mercantile Registry: public documents, a paid receipt for revenue stamps and/or registry rights, and a notarised document with newspaper coupon number as proof that the corporation notice has been published in La Gaceta.