Company Formation Services
Incorporating in Costa Rica
Situated in the geographic centre of the Americas, Costa Rica shares borders with Nicaragua to the Northwest and Panama to the Southeast, and is bordered on the South by the Pacific Ocean and on the North by the Caribbean Sea. It is small in area (51,000 sq km), but nevertheless it is host to an enormous biodiversity. It was visited by Christopher Columbus in 1502, who named the area Costa Rica (the rich coast).
The population of Costa Rica is approximately 4.2 Million, more than one million living in the Central Valley. 94% of the people in Costa Rica are of either European (mostly Spanish) ancestry or are of Mestizo (mixed European and indigenous) ancestry.
Costa Rica ‘s democracy and social policies have the 1949 constitution as their cornerstone. This document guarantees Costa Ricans freedom of expression and mobility, and upholds the sanctity of human life and private property. Costa Rica ‘s democratic national government is made up of three separate branches: legislative, executive and judicial.
Executive Branch: Presidential elections take place every four years and the president is elected by popular vote. No president can serve in the presidency for more than four years incumbent presidents and ex-presidents cannot be voted into office. The president appoints 2 vice-presidents and 20 cabinet members. The president must be elected with at least 40 percent of the popular vote or a runoff election is held.
Legislative Branch: Costa Rica has a unicameral legislative assembly with 57 seats. Representatives are elected by popular vote. The legislature has six permanent commissions, which oversee agriculture and natural resources, economic affairs, government and administration, budgeting and taxation, judicial affairs and social affairs. The legislative assembly can override presidential decisions by two-thirds majority vote and is responsible for the declaration of war and selection of Supreme Court Judges. Legislators can be re-elected, but only after spending one term out of office.
Judicial Branch: The judicial branch is responsible for administering justice in Costa Rica, and is made up of the Supreme Court, appellate courts and trial courts. There are 22 magistrates, selected by the legislative assembly every eight years. They can be re-elected.
Infrastructure and Economy
The economy has traditionally been based on agricultural commodities such as coffee, cacao, bananas, sugar and beef. In the recent years successful efforts have been made to introduce new exports, services and tourism. Costa Rica is a member of the World Trade Organization. It has developed incentives for companies operating under the Free Trade Zone Regulations and other export programs.
Spanish is the official and spoken language. English is also spoken widely in urban areas and is often used in commerce and international trade.
Costa Rican Colon (¢)
Type of Law
Based on French Civil Law
Principal Corporate Legislation
Commercial Code, Law No. 3284, passed on September 19, 1964, and its subsequent amendments.
Costa Rica Company Information
Type of company for international Trade and Investment
Generally, stock corporations are incorporated as “Sociedades Anónimas” under the Commercial Code, articles 102 ff.
Procedure to Incorporate
By presentation of the proposed corporation’s signed Articles of Incorporation before a Notary Public who creates a Public Deed for registration at the Public Registry.
Restrictions on Trading
Private banking, public finance, investment funds, collective investment schemes, and pension funds are allowed, but the Government must authorize operations. Insurance and the distribution of petrol, gasoline, and diesel are prohibited as they are state owned monopolies. There are also restrictions placed on the provision of utility services such as telecoms and power. Trustee services are permitted.
Language of Legislation and Corporate Documents
Registered Office Required
Yes, must be maintained in Costa Rica at the address of the Registered Agent.
Name Approval Required
Shelf Companies Available
Time to Incorporate
8/10 working days, subject to name approval
A name that is similar to or identical to an existing company. Names of well-known companies incorporated elsewhere or a name that implies government patronage.
Language of Name
Names may be expressed in any language using the Latin alphabet. The Registrar requires a Spanish translation.
Names Requiring Consent or a Licence
Bank, savings, assurance, reinsurance, fund management, investment fund, or their foreign language equivalents. “Trust” or “Trustee” is permitted.
Suffixes to Denote Limited Liability
“Sociedad Anónima” or the abbreviation “SA.”
“Sociedad Responsabilidad Limitada” or the abbfreviation “SRL”
Disclosure of Beneficial Ownership to Government Authorities
Costa Rica Compliance
Authorised and Issued Share Capital
The standard authorised share capital is Colones 10,000 divided in to 100 common voting shares of Colones 100 each however 25% of the issued capital must be paid up on incorporation. The capital may be expressed in any convertible currency. The minimum issued capital is one share at par value.
Classes of Shares Permitted
Preferred shares and registered (nominal) shares.
No corporation tax is levied on non-Costa Rican sourced income.
The Company must file a tax return annually irrespective of whether it is liable for pay tax on in its income.
Double Taxation Agreements
Only Tax Information with the USA. The authorities have begun negotiations with several countries to avoid the double taxation of income. By 2009 Double Taxation Agreements had been signed but not yet ratified with Spain, Germany and Romania. Negotiations are in progress with Israel, South Korea, Switzerland and Canada.
Investment Protection Treaties
Germany, France, Romania, Chile, Great Britain and Switzerland.
Annual Return US$ 390 is payable.
Financial Statements Required
Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which reflect the financial position of a company.
Board of Directors
Costa Rican companies are required to appoint a minimum of three officers (president, secretary and treasurer) who may also be the directors, and may or may not have Costa Rican citizenship. Additionally one statutory comptroller (any natural person) is required. Meeting can take place anywhere in the world provided that provision is made for this in the Articles.
The minimum initial number of shareholders (subscribers) at the time of incorporation is two; thereafter a single shareholder is permitted which may be an individual or body corporate.
Meeting of Shareholders
Must take place annually and can be held anywhere in the world provided that provision is made for this in the Articles.
Type of Company – Stock Corporation (SA) or limited liability company (SRL)
Political Stability – Stable Democracy
Common or Civil Law – Civil Law
Disclosure of Beneficial Owner – No, except for government procurement
Change of Domicile Permitted – Yes
Tax on Offshore Income – None
Minimum Number of Shareholders – At least 2 for incorporation (SA Company); Minimum 1 for SRL Company
Minimum Number of Directors – President, Secretary and Treasurer, plus 1 Controller (SA Company); minimum 1 (SRL Company)
Bearer Shares Allowed – No
Corporate Directors Permitted – Yes
Company Secretary Required – No
Standard Authorised Share Capital – 10,000 colones
Registered Office/Agent – Resident Agent if directors have address abroad. Domicile of the company may be abroad
Company Secretary – No
Local Directors – No
Local Meetings – No, but places of meetings must be indicated in articles of incorporation
Government Register of Directors – Yes
Government Register of Shareholders – No
Annual Return – No
Submit Accounts – No, unless income is generated in Costa Rica
Annual Govdernment Costs
Minimum Annual Tax/Licence Fee – US$ 390.00 (Education and Culture Tax)
Annual Return Filing Fee – None, unless income is generated in Costa Rica
Shelf companies available
Offshore companies are the preferred company structure to achieve anonymity and privacy protection, keep all business details confidential and combine all this with limited liability and legal tax exemption. The offshore incorporation Costa Rica allows you to compile the range of services from the following list.
Should you rather wish a shelf company, please contact us.
Each corporate package includes:
Certificate of Incorporation
Memorandum and Articles of Association
Appointment of the First Director
Registered Office service to December following incorporation
Registered Agent service to December following incorporation
The complete corporate package is delivered by express courier.
What separates us from our competitors is that our services don’t end with the registration of your company. We offer a wide range of additional services others can’t or just won’t offer, such as lifetime free support.
Whilst most providers either specialise on personalized consultation at relatively high rates or run bulk registration factories without any support, we want to offer the positive aspects of both types.
Therefore TBA combines professional advice, worldwide registration services, reasonable fees, customized order processing, lifetime support and fast processing. Where others see company formation services as a bulk registration with no support and no individual assistance, we do care about your business needs.
Should you have any question or matter
You would like to discuss or clarify with us
Should you like to receive further Information
About our services and fees, …
Our multi-lingual team of business advisors is happy to assist you with all upcoming questions and issues in relation to your company.
You may call or email us, and we will be happy to assist you in a fast and efficient manner.
You can also come and visit us at our Limassol offices to discuss issues face to face if you prefer. Just arrange an appointment and we will be happy to meet with you.