Business entities in Costa Rica

Business entities in Costa Rica

Healy 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)

    Costa Rica business structures and setup obligations for foreigners
  • 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, Healy 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

 LLCPLCBranchRep Office
Also known as:S.R.LS.A.SucursalOficina de representacion
How long to set the company up?4 weeks5 weeks6 weeks6 weeks
How long to open company bank account?3 weeks4 weeks5 weeks5 weeks
Legal liability?LimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYes
Minimum paid - up share capital?US$1US$1US$1US$1
File annual tax return?YesYesYesNo
Tax registration certificate required?YesYesYesNo
Recommended corporate bank account?CitibankBanco DaviviendaBanco BCRBanco Cathay
Does our Client need to travel?NoNoNoNo
Resident director required?NoNoNoNo
Resident shareholder required?NoNoNoNo
Corporate resident agent required?YesYesYesYes
Minimum directors allowed?1311
Minimum shareholders?2211
Tax identification code needed?YesYesYesYes
Company secretary required?NoYesNoNo
Corporate shareholders allowed?YesYesYesYes
Corporate director(s) allowed?YesNoYesYes
Statutory audit required?NoNoNoNo
Costa Rica corporate tax rate?30%30%30%0%
Annual financial statements required?YesYesYesNo
Allowed to issue sales invoices?YesYesYesNo
Allowed to sign contracts?YesYesYesNo
Allowed to import and export goods?YesYesYesNo
Can rent an office space in Costa Rica?YesYesYesYes
Can buy Costa Rica property?YesYesYesNo
Total Costa Rica business setup costs in yr. 1?US$9,835US$9,985US$9,835US$9,835
Subsequent annual costs (incl. accounting and tax fee)?US$3,600US$3,750US$3,600US$3,600
Sample engagement invoice?Costa Rica LLC draft invoiceCosta Rica SA draft invoiceCosta Rica branch draft invoiceCosta Rica SA draft invoice

Contact us

For additional information on our business setup services in Costa Rica, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Chrissi Zamora, directly:
client relationship officer - Chrissi
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