How to Form a Company in Costa Rica (2026): 8 Steps

To form a company in Costa Rica in 2026, most foreign founders choose a Sociedad de Responsabilidad Limitada (S.R.L., or “Limitada”) or a Sociedad Anónima (S.A.). Neither has a legal minimum capital, and foreigners can own 100% of the company in most sectors. A Costa Rican notary executes the deed of incorporation and files it with the Registro Nacional, which assigns the company’s cédula jurídica. Since June 2025 that number is also the company’s legal identifier, so there is no company name to reserve. The company then registers with the tax administration on TRIBU-CR, files its beneficial-ownership declaration, pays the annual personas jurídicas tax, opens a bank account and gets its municipal licence. Timelines depend on your documents and on the bank. Contact us for a quote.

Prefer to have it done for you? Talk to Easyco about company formation in Costa Rica. Still comparing structures? See the types of companies in Costa Rica.

Costa Rica is an OECD member with a stable democracy and a services-led economy, and it sits on UTC-6 all year, which suits North American teams. Its company rules changed more in 2024–2025 than in the previous decade: the resident agent was abolished, new companies no longer carry a name, and the tax administration moved to a new platform. This guide reflects those changes.

How to form a company in Costa Rica: 8 steps

1. Choose the company type

• S.R.L. (Sociedad de Responsabilidad Limitada) — our usual recommendation for foreign founders. Run by one or more managers (gerentes), who don’t need to be partners. There’s no board and no statutory supervisor. Capital is divided into quotas (cuotas), which can’t be transferred by endorsement.

• S.A. (Sociedad Anónima). Needs at least two founding shareholders, each subscribing at least one share (Código de Comercio, art. 104), and a board of at least three members: president, secretary and treasurer (art. 181). It suits companies that will bring in investors or issue shares.

• Other options. An EIRL can only be owned by one individual, not by a company. A foreign company can open a branch, which must keep an apoderado generalísimo (general attorney) in Costa Rica.

Both the S.R.L. and the S.A. are normally formed by at least two founders. That can be you and a company you own.

2. Appoint the managers and the legal representative

In an S.R.L. the manager (gerente) is the legal representative. In an S.A. it is the president of the board, plus any other directors named in the deed (art. 182). An S.A. can also appoint a fiscal (statutory supervisor), but the law makes this optional unless the company raises capital by public subscription (art. 193).

The law sets no nationality or residency rule for managers or directors. Since June 2025 (Ley 10597), companies also no longer need a resident agent. In practice, though, the legal representative needs a Costa Rican digital signature (firma digital) for some filings, such as the annual beneficial-ownership declaration. Only Costa Rican nationals and residents with a DIMEX can get one. A representative without one has to grant a registered general power of attorney (poder generalísimo) to someone who has one. Easyco can provide legal representation.

3. Prepare the documents

You’ll need passports for individual founders and managers. Corporate founders need their incorporation documents and proof of who can sign for them. Documents issued abroad must be apostilled, and anything not in Spanish needs a certified translation, which we coordinate. You don’t have to sign in person: founders can act through an attorney-in-fact under a power of attorney, which must be apostilled if signed abroad.

The deed must state a current, real physical registered address in Costa Rica and an email address where the company receives notifications from courts and authorities (Código de Comercio, art. 18, as amended by Ley 10597). See registered office address in Costa Rica.

4. Sign the deed of incorporation before a Costa Rican notary

The notary executes the deed (escritura constitutiva). It sets out the founders, purpose, capital, management, legal representatives, address and notification email. There is no legal minimum capital. The capital rules are:

• S.A.: at least 25% of each share paid in cash must be paid at incorporation, and shares paid with other assets must be paid in full (art. 104).
• S.R.L.: the capital must be fully subscribed, and each partner pays at least 25% of their quotas at incorporation and the rest within one year (art. 80).

5. Register with the Registro Nacional and receive the cédula jurídica

For S.A. and S.R.L. companies whose capital is paid in cash, the notary files the incorporation electronically through TrámiteYa (formerly CrearEmpresa). The Registro Nacional has two business days to review and register a complete filing.

On registration, the Registro assigns the cédula jurídica. Since 2 June 2025 (Ley 10729), new S.A. and S.R.L. companies are identified by this number, followed by “S.A.” or “S.R.L.”/”Ltda.”, and not by a company name. To protect the name you trade under, register it as a trade name (nombre comercial) with the Registro de la Propiedad Industrial. See trademark registration in Costa Rica.

The company’s legal books (shareholder or partner register and minute books) are then legalized through the Registro Nacional.

6. Complete the first corporate filings

• Personas jurídicas tax (Ley 9428): an annual tax on every registered company. New companies pay a prorated amount within 30 days of registration. For 2026 the full-year amounts range from â‚¡69,330 to â‚¡231,100, depending on the company’s tax status and income. Micro and small companies registered with the MEIC are exempt.
• Beneficial-ownership declaration (RTBF, Ley 9416): filed with the Banco Central de Costa Rica through Central Directo within 20 business days of registration. It identifies the people who ultimately own or control the company.

7. Register with the tax administration on TRIBU-CR

The cédula jurídica is the company’s tax ID. Before starting operations, register the company in the Registro Único Tributario on TRIBU-CR, the Ministerio de Hacienda platform that replaced ATV on 6 October 2025. Register for IVA (VAT) if your activity requires it, and issue electronic invoices. Hacienda’s free invoicing tool is TicoFactura. The company’s accounting books are legalized with the tax administration.

8. Open a bank account, get the municipal licence and register as an employer

Costa Rican banks apply full KYC to the company, its representatives and its beneficial owners. See how to open a corporate bank account in Costa Rica. Easyco prepares the file and coordinates the account opening.

Every commercial activity needs a municipal licence (patente) from the municipality where it operates, and some activities also need a health permit. If you hire, register as an employer with the CCSS (social security) and take out the INS work-risk policy before staff start. See payroll outsourcing in Costa Rica.

After incorporation: what every company files

• Every month: IVA return by the 15th of the following month, plus CCSS payroll reporting if you have employees.
• January: personas jurídicas tax for the year.
• By 15 March: annual income tax return for the previous calendar year (moved to the next business day when 15 March falls on a weekend).
• April (1–30): annual beneficial-ownership declaration with the Banco Central, plus an extra filing whenever the owners change.
• End of June, September and December: partial income tax payments.

The general corporate income tax rate is 30%. In 2026, companies with gross income up to â‚¡119,174,000 pay 5%, 10%, 15% and 20% on net-income brackets instead (Decreto 45333-H). The general IVA rate is 13%. Costa Rica taxes Costa Rica-source income. Since October 2023 (Ley 10381), foreign passive income is taxed only for entities in multinational groups that lack economic substance in Costa Rica.

Missing these filings is costly. Failing to file the beneficial-ownership declaration carries a fine of 2% of the previous year’s gross income (minimum 3 and maximum 100 base salaries) and blocks the company at the Registro Nacional. Leaving the personas jurídicas tax unpaid for three consecutive years can lead to the company’s dissolution. See accounting for startups in Costa Rica and tax benefits in Costa Rica.

How long does it take?

The registry step is short. The Registro Nacional has two business days to register a complete electronic filing. The overall timeline depends on apostilled documents, powers of attorney, the digital-signature setup for filings and bank onboarding. We give you a schedule with your quote.

FAQ

Can a foreigner own 100% of a Costa Rican company?

Yes, in most sectors. Plan for at least two founders at incorporation, which can be you and a company you own.

What is the minimum capital?

There is no legal minimum. At incorporation, at least 25% of the subscribed capital is paid in (for an S.R.L., the rest within one year).

Do I still need a resident agent?

No. Ley 10597 abolished the resident agent, effective June 2025. The deed now gives a Costa Rican address and an email address for notifications.

Do I need to choose a company name?

Not since 2 June 2025. New S.A. and S.R.L. companies are identified by their cédula jurídica number. To protect a name, register it as a trade name.

Does the legal representative have to live in Costa Rica?

The law doesn’t require it. In practice, filings such as the beneficial-ownership declaration need a Costa Rican digital signature, which only nationals and residents can get. Without one, you need a registered general power of attorney.

Does Costa Rica tax foreign income?

As a rule, no. Costa Rica is territorial. The exception is foreign passive income earned by multinational-group entities without substance in Costa Rica (Ley 10381). Bills filed in 2026 would widen this, but none has been approved.

Does a new Costa Rican company file a beneficial-ownership declaration?

Yes. Under Ley 9416, every company files its beneficial-ownership declaration (RTBF) with the Banco Central de Costa Rica through Central Directo. It must be signed with a Costa Rican digital signature.

How much does it cost?

It depends on the structure and the services you need. Contact us for a quote.

Start your company in Costa Rica with Easyco. We coordinate the notary, Registro Nacional filing, cédula jurídica, TRIBU-CR registration, beneficial-ownership declaration, legal representation and bank account. We can also stay on for accounting and tax and payroll.