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.
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.
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.