The regulations contained in the Commercial Code 1964 of Costa Rica are at the base of organization and registration of the most popular forms of business here, the companies and the partnerships.
The companies are divided into limited liability companies, stock companies and public limited liability companies while the partnerships may be general or limited. Below, we explain the main steps for company formation in Costa Rica. We can also offer support in immigration to Costa Rica.
The sole trader in Costa Rica
Another form of accepted business in Costa Rica is the sole proprietorship (empresa individual de responsabilidad limitada). It may be formed by a single person, liable for the company’s debts in extend to his contribution to the share capital and who can keep the profit for himself. In exceptional cases, his assets may be retained in order to pay the claims of the creditors in case of liquidation.
We can also provide guidance in applying for citizenship by investment in Costa Rica.
The LLC in Costa Rica
The limited liability company (Sociedad de resposabilidad limitada) is a form of business especially used by small forms of business. The capital is divided into quotas which cannot be transferable to a third party unless the unanimous votes of the shareholders are in favor of this. One or more managers are appointed to represent the company, shareholders or third parties.
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Stock companies in Costa Rica
The stock companies (Sociedad Anonima) is a widespread form of business in Costa Rica because of the few requirements of incorporation. No minimum share capital is requested at registration but at least 25% from the authorized capital must be paid at incorporation. The name of the company may be in any language as long as a Spanish translation is provided. The termination SA or Sociedad Anonima must be added to the name. At least two founders must incorporate this type of company by registering the Articles of Incorporation at the Public Registry even though after registration only one shareholder is required. The Commercial Code stipulates that every stock company must have a Board of Directors, usually formed by the President, a Secretary and a Treasurer. Also a resident agent must be appointed and it’s usually a Costa Rica attorney. The liability of the members is limited in extend of their contribution to the capital. Our agents can also advise on citizenship by investment in Costa Rica.
A public limited liability company has mostly the same characteristics as the stock companies. The differences is that a minimum share capital of 50 millions CRC is required at registration, it must be formed by at least ten shareholders and the shares are registered at the stock market and are freely transferable. The Central Bank of Costa Rica is supervising the operation of this type of business.
Do not hesitate to reach out if you want to start a company a in Costa Rica.
You can also contact us if you are interested in obtaining residency in Costa Rica.
Partnerships in Costa Rica
The general partnership is a form of business where two or more investors decide to reunite under the same name with the same economic goals. The partners are fully liable for the business’ debts and split the profit equally.
The limited partnership in Costa Rica is formed by a general partner, fully liable for the company’s debts and a limited partner, liable only to the limit of his contribution to the capital.
We can help you open a business in Costa Rica.
You can rely on us for guidance in applying for residency in Costa Rica by opening a company.
Foreign company entities in Costa Rica
The foreign companies may open branches or representative offices, both not being recognized as legal entities but part of the parent companies. The major difference between these two is that the branches may perform commercial activities (with liabilities assumed by the foreign company) while the representative office may only perform marketing activities, as promoting the foreign company in Costa Rica or finding new business opportunities here.
Contact us for company formation in Costa Rica.