Corporation registration in Costa Rica

It must not contain sensitive words which are prohibited by legislation. The use of  following words without proper license are prohibited: “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Assurance”, “Bank”, “Insurance”, “Trust” and any other words implying connection with university or professional association or activity prohibited by the Law. There is also a prohibition to use the names that may imply any associations with the governments, governmental agencies and bodies.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must end with a word or abbreviation signifying Corporation: “S.A.” or “Sociedad Anónima”.

A Costa Rican Corporation is required to have a registered office address in Costa Rica which must be provided by an authorized registered agent in Costa Rica.

Costa Rican Corporation is required that the board of directors to be appointed is composed from 3 members: president, secretary and comptroller. Each of them have rights and obligations that are determined by the legislation. They all may or may not be residents of Costa Rica. There is no requirement regarding the place and frequency of the Directors’ board meetings.

Corporate persons cannot become directors. The directors’ details are registered on the public record and can be accessed by the public.

The appointment of a secretary is not mandatory, but optional.

Two shareholders are the minimum required. There is no requirement for them to be locals and corporate persons can become shareholders. There is no requirement regarding the place and frequency of shareholders’ meetings.

The shareholders’ details are registered on the public record and can be accessed by the public. However, it concerns, only the initial shareholders (founders), but in case of change in the ownership, new shareholders will not be disclosed to the public.

The beneficial owners’ details are registered on the public record and can be accessed by the public.

The share capital of the Costa Rican Corporation should not be less than $18 USD (CRC 10.000). The share capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

Costa Rica Corporation may have registered shares, with or without par value, with or without voting rights, preferential or common and may be issued in any currency. Bearer shares are prohibited.   

The share capital of the Costa Rican Corporation should be paid up in a full amount.

Costa Rican Corporation can be incorporated within 20 days.

Ready-made but unused Corporations are available in Costa Rica, in case you are in need of a quicker incorporation process.

If the Corporation (S.A) is carrying out certain types of business, it must meet specific physical presence requirements and conduct its main activities which generate income, inside Costa Rica. This means that the management and control of the Corporation must be in Costa Rica, thus, the company must have enough premises, amount of expenditures and employees within the jurisdiction, based on its business activity and size. The types of business are given below:

Banking, Insurance, Finance and Leasing, Distribution and Service Centre (purchasing assets from other entities belonging in same group or providing services to entities in the same group), Shipping, Intellectual Property, Headquarters Business and Holding companies.

Costa Rican Corporation must keep accounting records at its registered office in Costa Rica, about its assets and liabilities to reflect accurately its financial situation. The Costa Rican Corporation is not required to file its accounting records, nor is required that those accounts be audited.

There is an exemption in the jurisdiction of Costa Rica from any tax on income or profits for Costa Rican Corporation, given that the company does not carry any business and does not own real estate within the territory of Costa Rica. In addition, Costa Rica imposes no tax on earnings, rental income and revenues. Also, no tax is imposed on dividend, interest and royalties paid to non-residents.