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WE'LL HANDLE EVERYGHINGForming a Company

Starting Your Company

When launching a business in Costa Rica, it’s crucial to set up the appropriate legal framework that best suits the company. In this country, the primary business structures are the Sociedad Anónima (S.A), akin to a corporation, and the Sociedad de Responsabilidad Limitada (S.R.L), resembling a limited liability company (LLC). These legal entities are extensively utilized for business operations in Costa Rica.

(SA Company)Sociedad Anónima

A Sociedad Anónima in Costa Rica is a distinct legal entity, separate from its owners, and its capital is divided into shares. One key advantage of this corporate structure is that shareholders’ liability is confined to their contributions. This organizational form is widely embraced in the country, offering benefits such as asset protection, legal capacity for business transactions and contract signing, and a clear separation of responsibilities between the company and its owners.

Within a Sociedad Anónima, the company can undertake obligations and exercise rights without shareholders or legal representatives needing to personally guarantee these commitments. Shares may possess various characteristics, including registration status, preference, redeemability, voting rights, and can be denominated in any currency. 

Trading and transferring shares are generally unrestricted, except in cases of statutory limitations.

Liability is restricted to the company’s assets and the contributions of its shareholders. Forming this type of society requires a minimum of four individuals to establish a board of directors, consisting of: PRESIDENT, SECRETARY, TREASURER, and FISCAL.

(SRL Company)Sociedad de Responsabilidad Limitada:

A Sociedad de Responsabilidad Limitada, commonly known as an LLC, is a business entity that unites two or more individuals or legal entities. Each participant assumes sole accountability for the capital, assets, or rights they contribute, without representation through financial instruments. In this business structure, partners benefit from limited liability, being responsible only for their contributed amount in case of company debts.

In the specific context of Costa Rica, the Sociedad de Responsabilidad Limitada is regulated by the Commercial Code. While lacking a precise definition in this legal framework, it is established as a commercial society that cannot be formed through public subscription. Comprising partners who can be natural or legal persons, their liability is limited to the contributions made, except in cases where the law extends such liability.

The capital of the Sociedad de Responsabilidad Limitada is represented by nominative shares, subject to formalities dictated by the law and never endorsed. Notably, these shares hold equal value and cannot be represented by certificates. This characteristic distinctly sets the Sociedad de Responsabilidad Limitada apart from capital societies, excluding the possibility of equating shares with securities. A minimum of 2 people is required to form this type of society.

Requirements For Company Formation

Requirements For Company Formation

Company Name
When selecting the name for the anonymous society, it is crucial to verify its availability in the National Registry of Costa Rica. The name must be unique, whether in Spanish or another language, and should not currently be in use. It is important to note that the registered name of the society differs from the trademark; therefore, it is recommended to manage both registrations simultaneously. For this, we request the submission of three company names.
Legal Representation
For Sociedad Anónima (Anonymous Society): The mandatory designation of four individuals is required: President, Secretary, Treasurer, and Fiscal.

For Sociedad de Responsabilidad Limitada (Limited Liability Company): In this case, managers are designated. It can be one manager or more, without established limits. Legal representation must specify who is authorized to sign on behalf of the company, with at least one person designated.
For each position, the following personal information is required:

• Full name
• Nationality
• Identification (Passport)
• Occupation
• Marital status
• Home address

Opening Bank Accounts

Bank accounts are a crucial step for companies to manage their finances through local financial institutions. This process involves submitting the necessary documentation required by Costa Rican banks, enabling companies to access fundamental financial services for their proper operation.

Registration with the Tax Administration

After registering the company with the National Registry, it is necessary to proceed with registration with the tax administration to comply with the tax obligations corresponding to one or several economic activities.

Municipal Patents

Depending on the type of business and whether there is a public storefront, additional permits may be required from local authorities such as municipalities. These permits are necessary to ensure compliance with current regulations and standards.

Corporate Tax

Payment of these permits is done annually, usually in January. The amount to be paid is CRC 69,000 colones (USD 125) for inactive companies and CRC 125,000 colones (USD 230) for active companies. These amounts are subject to change, and it is essential to verify updated information before making the corresponding payment.

Transparency and Ultimate Beneficiary Registry

This is the Shareholders Registry at the Central Bank of Costa Rica. In this registry, information is provided about the owners of the shares of the companies, up to the ultimate beneficiary, who is a natural person. The purpose of this registry is to ensure transparency and prevent money laundering by identifying individuals with a stake in the companies and knowing who the true beneficiaries of the shares are.

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