How to Establish a Business in Costa Rica: A Practical Guide
How to Establish a Business in Costa Rica: A Practical Guide
Costa Rica offers a welcoming legal framework for businesses, including various forms of organizations. Here’s an overview of the process and key considerations when setting up your enterprise in this dynamic economy.
Types of Business Entities
Costa Rican law recognizes three main types of business organizations:
Anonymous Corporation (Sociedad Anónima or S.A.): The most popular due to its structural flexibility.
Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.): Ideal for smaller businesses with defined ownership.
Partnerships (Sociedad en Comandita and Sociedad Colectiva): Less common and typically suited for specialized ventures.
Incorporation Process
The incorporation process is straightforward and cost-effective:
At least two incorporators are required to establish the business. Incorporators can be individuals or entities.
Incorporation involves creating a notarial instrument and registering the company with the Mercantile Registry.
A notice of incorporation must also be published in the Official Gazette.
The registration process typically takes 24–48 hours once the documents are submitted.
Costs
The total cost of incorporating includes:
Stamp duties and registration fees: Less than $500.
Legal and notary fees: Additional charges apply based on the attorney’s rates.
Ownership and Management
Foreign Nationals: Can fully own and manage businesses in Costa Rica without restrictions.
Directors: Do not need to own shares to be appointed.
Registered Agent: If no legal representative resides in the country, a licensed Costa Rican attorney must be appointed as a registered agent to receive notices.
Limited Liability and Corporate Structure
Costa Rica adheres to the principle of the corporate veil, which protects shareholders from personal liability for corporate debts and obligations, except in cases of fraud or other qualified exceptions. Shareholder liability is limited to their capital contributions, and there’s no minimum capitalization requirement.
For changes in capital stock, such as increases, resolutions must be documented, published in the Official Gazette, and registered with the Mercantile Registry.
Why Choose Costa Rica?
Costa Rica's legal system, based on civil and commercial law, supports transparent and efficient business operations. The flexibility of its corporate structures, the protection provided by the corporate veil, and the absence of stringent capital requirements make it an excellent choice for local and international entrepreneurs.
Ready to start your business in Costa Rica? Let us guide you through every step of the process to ensure a smooth and successful launch. Contact us today at +50664650632 or via email at jose@lawyerincostarica.net to make your vision a reality!