The “Sociedad de Responsabilidad Limitada” it’s a widespread form of business among small entrepreneurs. It must be incorporated by at least two founders, liable for the company’s debts only in the extent of their contribution to the capital. Company formation in Costa Rica is quite simple. So is immigration to Costa Rica.
The incorporation of the limited liability company in Costa Rica is based on the registration of the Articles of Association in the Mercantile Public Registry. You can rely on us if you want to open a company in Costa Rica.
Articles of Association of an LLC in Costa Rica
The Articles contains the name of the company, which has to be unique and in Spanish (if it’s in English a certified translation must be provided), followed by the termination SRL or Sociedad de Responsabilidad Limitada, information regarding the founders (names and addresses), the date and location when and where the company is being registered, type of company and its goals, the company’s availability (may be unlimited or limited), the capital stock and information regarding the quotas, description of each member’s contribution to the capital, registered address of the company, the designation of the registered agent, the appointment and powers of the manager(s), details regarding the creation of the reserve fund (10% from the company’s capital), reasons why the company may be liquidated, the way of making balances and share the profits and losses among the members, details regarding the procedure of liquidation and other information decided by the shareholders. You can count on for guidance if you want to open a company in Costa Rica.
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Any modification of the Articles of Association must be presented in front of a notary and announced at the Commercial Sector of the Public Registry immediately. We also offer tailored services related to company formation in Costa Rica.
We can also advise people who want to apply for residency in Costa Rica.
Share capital in a Costa Rican limited liability company
No minimum share capital is required if you want to start a business in Costa Rica as an LLC.
The capital is divided into registered quotas. The particularity of this type of company is that the quotas cannot be freely transferable to a third party, unless the majority of the shareholders agree with this. Sometimes, the articles of association stipulate that for this type of action is not necessary the unanimous votes, but at least 75% of the votes must be in favor of the decision.
If the votes were not obtained, the quotas must be purchased by the shareholders, no longer than 15 days since the general meeting where the discussion regarding this matter took place. The action must be recorded in the shares registry and other certificates of quotas must be issued with updated information.
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LLC management in Costa Rica
Usually, one manager or more of a limited liability company opened in Costa Rica is taking the daily decision in a company limited by shares in Costa Rica. They can be shareholders or third parties and are appointed for a limited or unlimited period of time. If they are elected for a period of time, they may be re-elected after that specific period. The names of the managers must be provided by the Articles of Association and must be published in the Official Gazette and registered in the Mercantile Public Registry.
The manager may be discharged only if the shareholders take this decision. We can guide you to start a business in Costa Rica.
Another legal requirement for registering a limited liability company in Costa Rica is keeping the account statements and book and submitting them to the Tax authorities. The following books must be kept: Minute Books for Shareholders’ meetings, Journal, General Account and General Ledger. We can also offer support in immigration to Costa Rica.
Contact us if you want to open an LLC and need support in applying for residency in Costa Rica.