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Understanding Company Registration in Costa Rica

Do you want to establish a business in Costa Rica? Well then, you may connect with the team of Enterslice to obtain a company registration in Costa Rica. The Republic of Costa Rica is one of the smallest nations in Central America. It is geographically bordered by Panama to the southeast and by Nicaragua to the north.

Company Incorporation in Costa Rica offers a healthy political, financial and economic stability. The company incorporation is a simple and straightforward process that does not require too much of time and effort. Overall, the country is a good choice for establishing operations, especially owing to its competitive costs and streamlined registration through the National Registry (Registro Nacional) to facilitate business setup in Costa Rica.

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100% Foreign Ownership Permitted

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Registro Nacional de Costa Rica for Company Registration

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What are the Types of Structures for Costa Rica Company Registration?

The different types of structures for Costa Rica Company Registration are as follows:

The Costa Rica Corporation (Sociedad Anónima)

A Costa Rican corporation also known as SA is mostly suitable for bigger companies, it requires to appoint a minimum of three directors who must be individuals, along with two shareholders. The minimum capital require for incorporation is US$1. Additionally, it must also name at least one local representative agent to look after the management powers and legally authorized to represent the corporation.

The Costa Rica Limited Liability Company (Sociedad de Responsabilidad Limitada)

A Costa Rica Limited Liability Company is a type of a company designed especially for small and medium enterprises, ideal for raising capital commonly used by foreigners. At 2 shareholders of any nationality must at the company incorporation who have limited liability over their contribution, and one director. The minimum paid-up share capital is US$1.

It must also have a registered office in Costa Rica and must maintain statutory and accounting records in Spanish at this address. In case the director does not reside in Costa Rica a registered agent must be appointed accordingly.

The Costa Rica Branch (Sucursal)

The Costa Rica Branch is a type of a company structure where a 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 businesses.

For this you need to submit documents like the power of attorney to the Commercial Registry, the parent company’s certificate of good standing and an acceptance of the power of attorney’s terms by the representative to the Commercial Register of Costa Rica. Further, the good standing certificate must be legalized by the concerned Costa Rican consulate abroad.

The Costa Rica Representative Office (Oficina de representacion)

The Costa Rica representative office can be 100% foreign owned, and it is not allowed to make direct sales within Costa Rica. This type of entity can only engage in market research and promoting the business of the parent company.

What are the Requirements for Company Registration in Costa Rica for Foreigners?

The list of requirements for company registration in Costa Rica for foreigners are as follows:

  • The applicant company names should include the abbreviation accordingly, like S.A.Sociedad de Responsabilidad Limitada, Ltda, Limitada, SRL or LLC.
  • Minimum 2 individuals or 2 legal entities of shareholders
  • Minimum 3 directors consisting of the president, secretary, and treasurer (no residency required)
  • There should be a residential registration agent responsible for all incoming correspondence addressed to the name of the company.

What are the Benefits of Business Setup in Costa Rica?

Given below are the key benefits of business setup in Costa Rica-

100% Foreign Ownership with No Residency Requirement

100% Foreign Ownership with No Residency Requirement

It facilitates a 100% foreign ownership where they can act as shareholders, directors, and managers without Costa Rican residency or citizenship. This flexibility makes Costa Rica overall attractive country for non-resident entrepreneurs especially for those who want an operational control, asset protection and legal ownership without relocating.

Political Stability and Strong Rule of Law

Political Stability and Strong Rule of Law

Costa Rica is known for its long-standing political stability and institutional strength, it has a uninterrupted democracy for over 70 years with an independent judiciary and a strong enforcement. It also offers a transparent and reliable National Corporate Registry. It is one of the key merits of business setup in Costa Rica.

Strategic Location and Global Market Access

Strategic Location and Global Market Access

Costa Rica is strategically located between North and South America with a direct access to both Atlantic and Pacific oceans. It facilitates a well-developed ports and logistics infrastructure. It is one of the substantial merits of company registration in Costa Rica.

Trade Agreements and Market Access

Trade Agreements and Market Access

Costa Rica is equipped with an extensive network of Free Trade Agreements (FTAs) with various countries like United States, European Union, United Kingdom, China, Canada, Mexico etc. These agreements allow Costa Rica registered companies to access major global markets under favourable trade conditions thus making the country ideal for export-oriented businesses and regional headquarters.

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Skilled Workforce and Nearshoring Opportunities

Costa Rica is also equipped with a high literacy and education level, facilitating a skilled workforce for business operations. It has a strong English proficiency with competitive labour costs compared to the US and Canada. It is one of the substantial merits of company registration in Costa Rica.

Flexible Company Structures

Flexible Company Structures

Costa Rica offers several legal entities suitable for foreign entrepreneurs with two structures being the most common like Sociedad de Responsabilidad Limitada (SRL) similar to LLC suitable for SMEs and service companies and Sociedad Anónima (SA) suitable for multiple shareholders and investors commonly used for investment, holding and real estate.

Flexible Company Structures

Strong international Reputation

Costa Rica also offers a strong international reputation compared to traditional offshore jurisdictions. It is not blacklisted and is widely accepted by international banks, maintaining a strong compliance, thus suitable for businesses across the globe.

How to Apply for Company Registration in Costa Rica for Foreigners?

The step-by-step process to apply for company Registration in Costa Rica for foreigners are as follows:

Choose a Business Structure

First and foremost the applicant company needs to choose the right business structure from the common options available like Sociedad Anónima (SA) for larger businesses, Sociedad de Responsabilidad Limitada (SRL) for small and medium enterprises, and a Branch Office for foreign companies seeking a local presence.

Reserve a Company Name

Select a unique company name and verify its availability through the National Registry (Registro Nacional) online portal.

Prepare and File Documentation

Submit the required documents, including the Articles of Incorporation, identification of shareholders and directors, registered office address, and Taxpayer Identification Number (TIN), via the National Registry.

Open a Corporate Bank Account

A local bank account is generally required for business transactions, tax payments, and payroll. For this you need to open a corporate bank account, some of the documents required for opening bank account are proof of company registration, articles of incorporation, identification authorized signatories and proof of registered office address.

Register for Taxes

Register for corporate income tax, VAT (if applicable), and social security contributions for employees to remain compliant with Costa Rican regulations.

What are the Essential Documents for Company Formation in Costa Rica?

The list of documents required for Company Formation in Costa Rica are as follows:

Copies of valid Passports and Secondary IDs

Recent Utility Bill or Bank Statement Proof

Notarized Articles defining Company Structure and Purpose

Appoint Local Registered Agent if Required

Declare Ultimate Beneficial Owners to Authorities

Documents explaining Legal Source of Funds

Compliance Post Business Setup in Costa Rica

The list of compliances post business setup in Costa Rica are as follows:

  • The applicant has to make an annual submission of ultimate beneficial ownership via the Central Bank platform (BCCR, Registro de Transparencia y Beneficiarios Finales). Failure to file may trigger fines and restrictions on registry actions.
  • Each year the registered company has to make a annual corporate levy (Impuesto a las Personas Jurídicas). Non-payment will lead to company dissolution.
  • The registered company will also have to maintain and legalize mandatory books with the National Registry (shareholder/quotas register, minutes, etc.). Accounting books must be kept as well though they are not subject to legalization.
  • An annual return for the calendar via the ATV system must be filed (Form d-101/utilidades).
  • A monthly D-104 for registered VAT taxpayer via ATV shall be filed accordingly.
  • In case you hire an employee, an employer registration with the social security fund (CCSS) and workers’ risk insurance with INS is a must.
  • Obtain a municipal license from the concerned municipality before commencing commercial activity.
  • Needs to keep a complete record of income/expenses/assets and retain supporting documents for the statutory periods.
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Register, Run, and Expand your Business in Costa Rica

Business setup in Costa Rica is 5 times easier and cost-effective with Enterslice.

  • Up to 20% Off on Professional Fees (Offer Ends in a Week)
  • 100% Digital Process, No Physical Visit Needed

Why Trust Enterslice for Online Company Registration in Costa Rica?

With extensive experience in global corporate services, Enterslice makes online company registration in Costa Rica seamless, compliant, and hassle-free. Here’s why Enterslice should be your preferred partner for setting up a business in Costa Rica:

  • End-to-end support in company registration in Costa Rica
  • 900+ companies registered in Costa Rica
  • 15+ Years of proven experience
  • Expert advice on choosing the right business structure
  • Preparation, review, and filing of all incorporation documents
  • Compliance with Costa Rican corporate and tax regulations
  • Access to an in-house team of legal and corporate experts
  • Transparent pricing with no hidden costs
  • Assistance with obtaining local licenses, permits, and tax registration
  • Ongoing corporate secretarial and post-registration support
  • Efficient handling of timelines from name approval to final registration
  • Multijurisdictional capability for cross-border business operations
  • Personalized guidance tailored to startups, SMEs, and investors

FAQs on Online Company Registration in Costa Rica

S.A. is a share-based model with a board of directors, suitable for multiple co-owners and investors. On the other hand, S.R.L uses managers’ and registered quotas, and is usually easier for day-to-day business operations.

A local director is not mandatory for a Company registration in Costa Rica for foreigners, but a Resident Agent (local attorney) needs to be appointed for official correspondence.

After business setup in Costa Rica, companies must meet key ongoing compliances, including annual disclosure of beneficial ownership with the Central Bank, payment of the yearly corporate levy, and maintenance of statutory corporate records. Businesses are also required to file annual income tax returns, monthly VAT returns (if applicable), register with social security and obtain workers’ insurance when hiring employees, secure a municipal license, and maintain proper accounting and financial records.

Yes, special permits or licenses for regulated sectors like fintech, healthcare, and education are required to set up a business in Costa Rica.

For company formation in Costa Rica, key documents and information include the proposed company name, legal form (such as S.A. or S.R.L.), date of incorporation, registration and tax identification numbers, authorized share capital and capital structure, company duration, registered office address, and province of registration.
Details of business activities, products and services, shareholders, directors or managers, legal status, and Mercantile Registry particulars are also required, along with ownership, management, and other publicly available corporate and banking information.

The company registration process in Costa Rica begins with selecting an appropriate business structure, such as an SA, SRL, or a branch office. Once the structure is chosen, a unique company name must be reserved through the National Registry. The next step involves preparing and filing incorporation documents, including the articles of incorporation, details of shareholders and directors, registered office address, and obtaining a Taxpayer Identification Number.
After incorporation, a corporate bank account is opened to manage business transactions, taxes, and payroll. Finally, the company must register for applicable taxes, including corporate income tax, VAT (if applicable), and social security, to ensure full regulatory compliance.

Registering a company in Costa Rica offers key advantages such as 100% foreign ownership with no residency requirement, allowing full control without relocation. The country provides a politically stable and legally secure environment, supported by a transparent corporate registry.
Its strategic location and wide network of Free Trade Agreements ensure strong access to global markets. Costa Rica also offers a skilled, English-speaking workforce, flexible company structures like SRL and SA, and a strong international reputation, making it an attractive and compliant destination for foreign businesses.

For company registration in Costa Rica, foreign applicants must choose a compliant company name that includes the appropriate legal abbreviation such as S.A., Ltda., SRL, or LLC. The company must have a minimum of two shareholders, which can be individuals or legal entities, and at least three directors namely a president, secretary, and treasurer with no residency requirement.
Additionally, the appointment of a resident registered agent in Costa Rica is mandatory to handle all official correspondence on behalf of the company.

The different types of Costa Rica Company Registration include the Sociedad Anónima (SA) for larger businesses, the Sociedad de Responsabilidad Limitada (SRL) for small and medium enterprises, a Branch Office (Sucursal) for foreign companies operating through a local representative, and a Representative Office, which is fully foreign-owned but limited to non-commercial activities such as market research and promotion.

Yes, foreigners can start a business in Costa Rica. They can indeed register a company and operate in the country just like a local entrepreneur. However, there are may be some restrictions on certain types of businesses and activities, therefore it is advisable to take the help of a professional like Enterslice services for better understanding and smooth processing.

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