Business entities in Costa Rica in 2022

Bejarano ADF Consultants will be pleased to assist our Clients with Costa Rica company setup. There are several ways of doing business in Costa Rica, the most common being the setting up of a limited liability company. Alternatively, overseas companies can also register a branch in Costa Rica, or a representative office if they do not plan to run commercial operations in this country.

The Costa Rica limited liability company (Sociedad de responsibilidad limitada)

• In order to incorporate a Costa Rica LLC, our Clients will have to appoint i) one director and ii) two shareholders, whom all can be of any nationality. The minimum paid-up share capital required to complete Costa Rica incorporation procedures is US$1. 25% of the amount set by our Clients will have to be paid-up on the company’s corporate bank account;
• The Costa Rica LLC must have a registered office in Costa Rica and must maintain statutory and accounting records in Spanish at this address. If the company has no director ordinarily residing in Costa Rica, a registered agent must then also be appointed. If required, Bejarano ADF Consultants can provide our Clients with nominee services for such role;
• All companies in Costa Rica are subject to corporate tax, but only on their earnings which have been sourced from the country. Costa Rican companies must file their financial accounts with the Costa Rica General Directorate of Taxation. However, an audit is not usually required.

The Costa Rica corporation (Sociedad anonima)

• A Costa Rican corporation (locally known as a SA) must appoint a minimum of three directors who must be individuals. This business entity must also appoint two shareholders. The minimum paid-up share capital required to complete the incorporation process is US$1;
• The Costa Rica SA must name at least one local representative agent (who must be an attorney but not one of the directors) to be vested with management powers and legally authorized to represent the corporation. In practice, the chairman of the board is usually the managing director, while the other two directors act as treasurer and secretary.

The Costa Rica branch (Sucursal)

Foreign companies may establish branch offices in Costa Rica by appointing a representative with a general power of attorney for all of the branch’s business. The branch is established by submitting i) the power of attorney to the Commercial Registry, ii) the parent company’s certificate of good standing and iii) an acceptance of the power of attorney’s terms by the representative to the Commercial Register of Costa Rica. The certificate of good standing must be legalized by the appropriate Costa Rican consulate abroad.

The Costa Rica representative office (Oficina de representacion)

While the Costa Rica representative office can be 100% foreign owned, it is not allowed to make direct sales within Costa Rica. Consequently, this entity can only engage in i) market research and ii) promoting the business of the parent company.

Table of comparison between Costa Rica entities