How to Register a Company in Costa Rica?

Costa Rica is one of the favorite countries in Central America for investors and entrepreneurs looking to start or expand their businesses. Costa Rica is known for having strong ties with the United States, as well as being a business-friendly country for foreign investors and tourists. The country has a low crime rate and beautiful tropical weather. This makes it the perfect destination for families from all over the world. It is also very attractive for retirees who choose Costa Rica as their home.

In recent years, the government is working on making Costa Rica an even better country for investors; new government policies reduce the time it takes for investors to get a residency in the country, and attract foreign remote workers. Also, the government constantly promotes and assists environmentally-friendly projects and initiatives.

Do you want to register a company in Costa Rica? Here you’ll find a step-by-step guide on how to successfully incorporate a company in Costa Rica.

1. Choose the correct type of company and legal structure

   The first step is to decide which is the right company structure for your business. This depends on the nature of the business, how much money is going to be invested, how many shareholders are, and more.

   • A corporation or Sociedad Anónima (S.A.): In Costa Rica, an S.A. requires 3 directors, a President, a Secretary, a Treasurer, and a minimum of 2 shareholders. The stock of the corporation is divided into shares that can be transferred through endorsement, this has to be registered in the Shareholder Registry Book.

   • Limited Liability Company or Sociedad de Responsabilidad Limitada (S.R.L): An S.R.L. in Costa Rica is a much simpler company type since it is only required to have 1 director and 1 quota holder. In this type of company, the shareholder’s liability is limited to the company’s assets. The capital of a Limited Liability Company in Costa Rica is divided into quotas.

2. Register the company name

   Check the online platform of the Costa Rican Registry of Companies (Registro Nacional de la República de Costa Rica) to verify the availability of the name and (if available) register it. The registration must be done at the offices, but the verification can be completed online. It is important to keep in consideration that the company name must be in English, but it also needs to have a translation into Spanish.

   The Costa Rican Registry of Companies is the entity responsible for the creation and supervision of all companies in the country. Its objective is also to guarantee the general public has access to information.

3. Prepare and sign all required documentation

   If the information about the shareholders and company is in English, it needs to be translated into Spanish by a local translator and dully legalized. It is necessary to do this step at the beginning of the company incorporation in Costa Rica to make sure it has all the documentation required.

   In Costa Rica, it is not necessary to have a local legal representative, since it can be foreign, but it’s necessary to have all its legal and personal information.

4. Register the Articles of Incorporation

   The Articles of Incorporation allow for the constitution of the company in Costa Rica. This document is essential for business formation as it is going to work as the backbone of the company and rule the way it is run. Consider this document has to include:

   • Company name

   • Share capital information

   • Company activity

   • Registered office / legal address

   • Management structure

   • Extinction and liquidation details

   This document requires the legal advice and signature of a lawyer in Costa Rica to make sure that it covers all required aspects. The Articles of Incorporation also need to be signed by all the shareholders, and the signatures must be notarized.

   Costa Rica has a platform that allows companies to submit their Articles of Incorporation online. Its name is Crear Empresa and its goal is to reduce the time it takes to review and approve the documentation.

5. Register the company as a taxpayer and obtain your taxpayer ID

   Submit all documentation to the Ministry of Finance of Costa Rica in order to get a taxpayer identification number or Número de Identificación del Contribuyente (TIN). In Costa Rica, the standard corporate tax rate is 30%. However, depending on the size, type of company, and gross income, it can be lower.

6. Open a bank account for your company

   In Costa Rica, each bank offers different types of accounts with many benefits depending on the agreement and goals of the company. It is recommended that the bank offers good pricing structures for international transactions.

   Also, it is important to consider that some banks may have foreign transaction restrictions for companies that have foreign shareholders. It is crucial to take this into account as part of your company establishment strategy, as identifying a bank that has flexible policies will determine when your new company can start its operations.

   These are some of the documents required to open a bank account in Costa Rica. Keep in mind that in some banks, this can be different.

   • Certificate of Registration provided by the Registry of Companies

   • Certificate of distribution of shares

   • Registered office address

   • Company’s bylaws

   This is the bank account where the company will deposit the initial capital. The initial capital is also used to pay for some incorporation fees.

7. Register the staff at the Costa Rican Social Security

   The final step in the company incorporation process in Costa Rica is to register the employees at the Costa Rica Social Security Agency or Caja Costarricense de Seguro Social (CCSS). The company must contribute to each of the employee’s healthcare funds every month. The CCSS is responsible for giving quality healthcare services, as well as helping its contributors with social issues, such as unemployment. The company also needs to buy Labour Risk Insurance to cover the costs of accidents while at work.

Get Assistance from Easyco Experts!

Costa Rica is the perfect country to register your company in Central America! To make sure you register your company in the right way, in compliance with all local laws and regulations, you can get in touch with us, and our team of experts is going to make the company registration process easy for you!

At Easyco, we make company formation in Costa Rica easy; our team of corporate experts has vast experience helping companies and individuals register their business in Costa Rica, with a proven track record of success across all of our services. Easyco aims to tackle the complex company formation processes across LATAM. We make business registration easy by providing a hassle-free online company registration experience. Start your company in Costa Rica today!

Easyco also provides additional services to guarantee your company’s compliance, which include:

• Appointment of legal representation,

• Providing a registered office address

• Handling tax and accounting

• Hassle-free Payroll Services

• Manage your Company bank account opening

• Manage your Trademark Registration

• Recruiting and Hiring Talent

• Corporate Legal Services.