The Commercial Code 1964, as amended, governs the creation of companies, partnerships, trusts and sole proprietorships. The most popular form of companies in Costa Rica is Stock Corporation, which is incorporated as “Sociedad Anónima” under the Commercial Code, articles 102 ff. Costa Rica does not distinguish between onshore and offshore businesses as such. The basis of taxation is territorial, with both residents and non-residents paying tax on Costa Rican income, and not on foreign-source income.
Cost Rican Corporation can conduct any business which is not prohibited by local legislation. Private banking, public finance, investment funds, collective investment schemes, and pension funds are allowed, but the Government must authorize operations. Insurance and the distribution of petrol, gasoline, and diesel are prohibited as they are state owned monopolies. There are also restrictions placed on the provision of utility services such as telecoms and power. Trustee services are permitted.
All Costa Rican corporations must end with the suffix S.A., Sociedad Anónima, Ltda, Limitada, SRL, or Sociedad de Responsabilidad Limitada. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. The names must be in Latin alphabet. The Registrar requires a Spanish translation.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is incorporated in Costa Rica by presentation of the proposed corporation’s signed Articles of Incorporation before a Notary Public who creates a Public Deed for registration at the Public Registry.
A minimum of two shareholders are required which may be individuals or bodies corporate. The original shareholders are a matter of public record, but subsequent shareholders are a private matter. The responsibility of shareholders is limited to company assets.
The standard authorized share capital is Colones 10,000 divided in to 100 common voting shares of Colones 100 each. The capital may be expressed in any convertible currency. The minimum issued capital is one share at par value. Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. Bearer shares are not permitted.
S.A. has a Board of Directors with a minimum of 3 members (President, Secretary and Treasurer) and Comptroller. Ltda has only a General Manager and Comptroller. In both cases the officers may or may not have Costa Rican citizenship, and details of the Board Members or the General Manager are part of the public record. Corporate Directors are not permitted in Costa Rica.
REGISTERED OFFICE AND LOCAL AGENT
Costa Rican corporations must maintain registered office and registered agent within Costa Rica. Registered agent may be corporate body or individual resident in Costa Rica.
The directors and the shareholders meetings need not be held in Costa Rica also there is no requirement for an Annual General Meeting. All meetings may be held outside Costa Rica, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Usually it is up to 20 working days, but we need up to 12 working days for legalization of the documents and delivery by courier.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office and registered address
- Provision of registered agent
- Payment of annual government fee
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, Agent Legal will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.