Types of Companies in Costa Rica (2026): S.R.L. vs S.A.

By EasyCo Updated October 12, 2026

The main types of companies in Costa Rica are the Sociedad de Responsabilidad Limitada (S.R.L. or Limitada) and the Sociedad Anónima (S.A.). Neither has a legal minimum capital, and both can be 100% foreign-owned in most sectors. For most foreign founders we recommend the S.R.L. because it is simpler to run. The S.A. fits companies that plan to bring in investors or issue shares. Individuals can also use an EIRL, and foreign companies can open a branch.

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S.R.L. vs S.A. at a glance

	S.R.L. (Limitada)	S.A. (Sociedad Anónima)
Founders	Normally at least two partners	At least two shareholders, each subscribing at least one share (Código de Comercio, art. 104)
Capital	No legal minimum. Fully subscribed; at least 25% of each quota paid at incorporation, the rest within one year (art. 80)	No legal minimum. At least 25% of each share paid in cash at incorporation; shares paid with other assets paid in full (art. 104)
Ownership units	Quotas (cuotas), not transferable by endorsement (art. 78)	Shares (acciones)
Management	One or more managers (gerentes or subgerentes), partners or not (art. 89)	Board of at least three members: president, secretary and treasurer (art. 181)
Legal representative	The manager(s)	The president, plus any directors the deed names (art. 182)
Supervisor (fiscal)	Not required	Optional, unless capital is raised by public subscription (art. 193)
Best for	Operating subsidiaries, service companies, small teams	Companies raising investment or issuing shares or bonds

Sociedad de Responsabilidad Limitada (S.R.L.)

Partners are liable only up to their contributions (art. 75). Capital is divided into nominative quotas, and transfers must follow the formalities of the Código de Comercio. A 2025 Constitutional Court ruling (Sala Constitucional, resolution 3554-2025) struck down the old rule that quotas had to be â‚¡100 or multiples and stated in colones. One or more managers run the company and represent it, and they don’t need to be partners. With no board and no supervisor, it is the simpler structure to run.

Sociedad Anónima (S.A.)

Shareholders are liable only up to their contributions (art. 102). The S.A. needs a board of at least three members (president, secretary and treasurer), who don’t have to be shareholders. The president represents the company. An S.A. can appoint a statutory supervisor (fiscal), and only an S.A. can issue bonds (art. 106). It is the usual choice when investors will hold shares.

Empresa Individual de Responsabilidad Limitada (EIRL)

A separate legal entity owned by one individual. Companies can’t form or buy one (art. 9), and the owner reports its taxable income in their personal return. It works for a sole founder who isn’t using a holding company, but it is rarely the right vehicle for foreign groups.

Branch of a foreign company

A foreign company can register a branch instead of a subsidiary. It must keep an apoderado generalísimo (general attorney) in Costa Rica for the branch’s business, and its documents from abroad must show that the parent is validly incorporated (art. 226). Branches also pay the annual personas jurídicas tax.

Partnerships (sociedad en nombre colectivo and sociedad en comandita) also exist but are rarely used by foreign founders.

Rules that apply to every company

No company name for new S.A. and S.R.L.: since 2 June 2025 (Ley 10729), they are identified by their cédula jurídica number. Register a trade name to protect the name you use.
Address and email: the deed must give a real physical registered address in Costa Rica and an email address for notifications. The resident agent was abolished by Ley 10597, in force since June 2025.
Annual filings: the personas jurídicas tax in January and the beneficial-ownership declaration with the Banco Central in April.
Tax: 30% corporate income tax, or 5% to 20% brackets for companies with gross income up to â‚¡119,174,000 (2026). The general IVA rate is 13%.

Which type should you choose?

Choose the S.R.L. if you are setting up an operating company or a subsidiary and want the lightest governance. Choose the S.A. if you expect to bring in investors, transfer ownership often or issue shares. Ready to go? Read how to form a company in Costa Rica, step by step.

Contact us for a quote. Easyco handles incorporation, legal representation, accounting and tax, payroll and trademark registration in Costa Rica.