Start a Business in Costa Rica

por BG&A | Mar 29, 2023 | Derecho Corporativo

Article 17 of the Costa Rican Commercial Code regulates four types of commercial companies:

General Partnership
Limited Partnership
Limited Liability Company
Corporation

The most commonly used companies are the Limited Liability Company and the Corporation. We will refer to them as useful legal tools for investing and doing business in Costa Rica.

Creating a Corporation in Costa Rica

The Corporation (S.A.) is one of the most common corporate structures in Costa Rica.

This structure offers its owners and representatives a series of benefits, among which are the protection of their personal assets, the legal capacity to carry out business and sign contracts, and the separation between the company’s own responsibilities and personal ones.

The Corporation is a legal entity independent of the partners, therefore, it has its own legal capacity to carry out business and sign contracts in a valid and effective manner.

Accordingly, the assets of the company would be protected from the obligations or liabilities incurred by the shareholders or legal representatives on a personal basis, and vice versa. This legal condition is very important for partners because it limits their personal liability in case the company incurs in any situation that generates obligations.

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How to Create a Corporation (Company) in Costa Rica

To establish a Corporation in Costa Rica, it is necessary to give it a name or corporate name, although legally it is possible for its name to be the same as the legal identification if it is determined at the time of its incorporation.

A social address in Costa Rica must be established, without prejudice to being able to establish branches abroad.

A specific corporate purpose must be defined, which can also include general activities, such as engaging in general trade and industry. If the corporate purpose is related to financial or stock market operations, it will be necessary to request authorization from the State supervisory entities.

To establish a Corporation in Costa Rica, the participation of at least two people is required, whether physical or legal, national or foreign. These people can be the owners of the company, or they can later endorse all of their shares to a single physical or legal person, who will become the sole owner of the social capital.

The Corporation in Costa Rica is managed by a Board of Directors composed of at least three members, including a President, Secretary, and Treasurer, and it is possible to expand the number of board members, appointing a Vice President, Vocal, etc. These positions can be occupied by shareholders or by persons specifically appointed for that purpose.

Likewise, a Fiscal must be appointed, who cannot hold any position in the company, be disqualified from engaging in commerce, nor be a spouse or have a blood or affinity relationship up to the second degree with any of the administrators.

The President has the legal representation of the corporation and has powers of general attorney without a limit on the amount, but representation and powers can also be granted to other members of the Board of Directors or third parties.

If the company does not have a resident legal representative in Costa Rica, it must appoint a Resident Agent, who must be a lawyer with an office open in the country and whose main responsibility is to receive notifications on behalf of the company.

Who can be partners (foreigners) in a company in Costa Rica?

In Costa Rica, the share capital of a Public Limited Company can be denominated in national or foreign currency without a minimum or maximum established. The capital must be represented by common and nominative shares, and other types of shares with privileges and limitations established in the bylaws, such as preferred shares, may also be issued. Bearer shares are not allowed.

The shares are registered in the Shareholders’ Register of the company, but annually a registration of partners must be made in the Transparency and Final Beneficiaries Registry (RTBF).

In accordance with what is regulated in article 19 of the Political Constitution of Costa Rica, foreigners have the same rights as Costa Rican citizens and, therefore, have the right to be partners in a Costa Rican company and to constitute it. They can also acquire shares in an existing company.

Similarly, any foreigner can be a member of the board of directors of the company, legal representative or attorney-in-fact. The only legal limitation is that when none of the representatives of a Costa Rican company have domicile or residence in Costa Rica, a Resident Agent must be appointed.

It is not mandatory for a Public Limited Company to have Costa Rican shareholders or to appoint a national to its board of directors.

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Create a LIMITED LIABILITY COMPANY in Costa Rica

The Limited Liability Company (LLC) is an operationally simpler company than the Public Limited Company, making it advantageous for less complex business lines. It is a mercantile company in which partners will only be liable for their contributions, except in cases where the law expands that liability.

The share capital will be represented by nominative quotas (not shares) that can only be transmitted through the formalities expressly indicated in the Commercial Code, never by endorsement. Any transfer of quotas, in order to affect third parties, must necessarily be recorded in the Socios Register Book of the company, and must also be registered in the Legal Entities Registry of the National Registry.

The share capital can only be granted in colones.

In the LLC, quotas cannot be transferred to people who are not partners without the prior and express consent of the other partners. This means that current partners have a priority right to acquire quotas before they are sold to third parties.

How is a Limited Liability Company managed in Costa Rica?

The limited liability company does not have a board of directors, so it is managed by one or several managers or assistant managers, who may be partners or strangers, and their appointment may be made in the social pact or in a subsequent deed, with effect after its publication and registration.

These are the main conditions and limitations of the managers and assistant managers of a limited liability company:

Their appointment may be made for the total term of the company or for fixed periods.
They cannot carry out operations that are characteristic of the company’s purpose, nor represent another person or company that engages in the same trade or industry, without authorization from the partners, under penalty of losing their position and having to compensate for damages and losses.
They cannot delegate their powers, unless the social deed expressly allows it. If a delegation is made against this provision, the person who makes it becomes jointly responsible with the substitute for the obligations incurred by him. However, managers or assistant managers may confer judicial powers.
Each manager and assistant manager, if applicable, is personally and jointly liable with the company with respect to third parties, when they perform their mandate poorly or violate the law or social deed.
The social deed will indicate whether the powers of the managers and assistant managers are those of a general attorney or generalissimo.

Requirements to create a stock corporation or a limited liability company (business) in Costa Rica

To register a commercial company in Costa Rica, it is necessary to follow the following requirements:

Check availability of the name or business name in the National Registry.
Choose the type of company according to the intended purposes and objectives (Stock Corporation or Limited Liability Company)
Select the partners, legal representatives and proxies, determining their powers and limitations, when applicable.
Sign the Articles of Incorporation or Constitutive Pact before a Public Notary. In case the founders are outside Costa Rica, it is necessary to grant special powers duly apostilled, indicating specifically their scope and conditions.
Pay the registration fees, stamps and taxes, as well as make a publication in the official newspaper La Gaceta.
Once the company is registered, the corporate tax identification number will be assigned, and the legal books and certificates of shares or quotas will be issued, according to the type of company.
Register the company with the Ministry of Finance and obtain the Unique Taxpayer Registry, as well as the necessary permits and licenses according to the company’s operating area, such as municipal patents, health operating permits from the Ministry of Health, employer registration with the Costa Rican Social Security Fund once it has employees, and any other necessary for the proper development of its commercial activities.

How much does it cost to incorporate a company in Costa Rica?

The incorporation of a commercial company in Costa Rica involves the payment of:

registration stamps
corporate tax (annual payment)
publication in the official newspaper La Gaceta
authorization and issuance of corporate books
issuance of share or quota certificates
notary public fees

Additionally, if the client requires it, it may be necessary to carry out additional legal procedures such as the drafting and implementation of a shareholder agreement (SHA or shareholder agreement), processing of permits and licenses before various public and municipal institutions, which varies according to each business line.