Forming a company in Costa Rica: types, steps and obligations

Updated: November 2026 · DaLic Abogados

A company allows you to separate your personal assets from those of a business, organize the participation of the partners and enter into contracts in the company's name. In Costa Rica, the Commercial Code (Código de Comercio, Law No. 3284) governs several types of commercial companies. The most widely used are the corporation (sociedad anónima, S.A.) and the limited liability company (sociedad de responsabilidad limitada, S.R.L. or Ltda.).

Corporation or limited liability company?

Corporation (S.A.)

• The capital is divided into shares (acciones), which can be transferred relatively easily.
• It is managed by a board of directors (junta directiva), usually with a president, secretary and treasurer, and overseen by a statutory auditor (fiscal).
• Decisions are made at shareholders' meetings.
• It is usually preferred when new partners or investors are expected to join.

Limited liability company (S.R.L.)

• The capital is divided into quotas (cuotas), whose transfer usually requires the consent of the other partners.
• It is managed by one or more managers (gerentes) and does not require a statutory auditor.
• It has a simpler structure, so it is often used for family businesses or for holding assets.

In both cases, the partners are, in principle, liable only up to the amount of their contributions. The choice depends on the project, the number of partners and how the company is to be managed.

What information is needed to form it?

• Name of the company (it must not match one already registered), or the option of using as its name the corporate ID number (cédula jurídica) assigned by the Registry.
• Partners: name, identification, marital status, occupation and address.
• Registered address (domicilio social) in Costa Rica.
• Purpose: the activity the company will engage in.
• Share capital: the amount and its distribution into shares or quotas, as well as how it will be paid.
• Management: who will hold each position, the term of the appointments and who will be the legal representative.
• Term of duration of the company.
• If the representatives do not reside in Costa Rica, it may be necessary to appoint a resident agent (agente residente).

Usual steps

1. Define the structure with the partners: type of company, ownership and management.
2. Execute the deed of incorporation (escritura constitutiva) before a notary public, including the company's bylaws. In Costa Rica, notaries public are lawyers authorized to draft public deeds.
3. Register it with the Legal Entities Registry (Registro de Personas Jurídicas) of the National Registry (Registro Nacional). There are digital incorporation options (for example, the Crear Empresa platform). Upon registration, the company receives its corporate ID number (cédula jurídica).
4. Legalize the company's books (for example, the shareholders' meeting minutes book, the register of partners or shareholders and, in an S.A., the board of directors' book). The National Registry offers digital legalization of books.
5. Register with the Ministry of Finance (Ministerio de Hacienda) if the company will carry out economic activity and, as applicable, obtain the municipal business license (patente municipal), register as an employer with the Costa Rican Social Security Fund (Caja Costarricense de Seguro Social, CCSS) and take out workers' compensation insurance (póliza de riesgos del trabajo).

What obligations does a company have after it is formed?

A company has obligations even if it has no economic activity:

• Legal entities tax (impuesto a las personas jurídicas, Law No. 9428), which is annual and administered by the Ministry of Finance. Failure to pay it generates fines and may prevent certain registry filings.
• Registry of Transparency and Ultimate Beneficial Owners (Registro de Transparencia y Beneficiarios Finales, Law No. 9416), administered by the Central Bank of Costa Rica (Banco Central de Costa Rica). The legal representative must periodically report the shareholders and ultimate beneficial owners with a substantial interest, which the regulations define as more than 15% of the capital.
• Tax returns (for example, income tax and VAT), depending on the activity and the tax regime registered.
• Up-to-date minutes: changes to the board of directors, capital increases, transfers of shares or quotas and approval of financial statements.
• Amendments and filings: some changes, such as the appointment of representatives, the registered address or the capital, must be recorded with the Registry.

Common mistakes

• Choosing the type of company without considering how partners will join or leave.
• Not putting in writing rules on the sale of shares or quotas, or on what happens if a partner dies or wants to withdraw.
• Forgetting the annual obligations of inactive companies, which continue to generate charges.
• Using a company for a purpose it was not designed for without reviewing its bylaws.

In summary

Forming a company is a straightforward process when the structure is clear from the outset. The most important things are choosing the right type of company, drafting bylaws that reflect the partners' actual situation and keeping registry and tax obligations up to date.

Frequently asked questions

Can a foreigner form a company in Costa Rica?

Yes. The Commercial Code does not require partners to be Costa Rican citizens or residents, so a foreign individual can be a partner or shareholder. If the representatives do not reside in Costa Rica, it may be necessary to appoint a resident agent.

Do you need a notary to form a company?

Yes. The company is formed through a public deed executed before a notary public, which contains its bylaws. It is then registered with the Legal Entities Registry of the National Registry, where it receives its corporate ID number. Digital incorporation options also exist, such as the Crear Empresa platform.

Does an inactive company have to pay taxes?

Yes. Even without economic activity, the company must pay the legal entities tax (Law No. 9428), which is annual and administered by the Ministry of Finance. In addition, its legal representative must report the ultimate beneficial owners to the Central Bank of Costa Rica's registry.

What is an ultimate beneficial owner?

It is the individual who, directly or indirectly, holds a substantial interest in the company or exercises control over it. The regulations of Law No. 9416 define a substantial interest as more than 15% of the capital, and the legal representative must report it to the Central Bank of Costa Rica.

Official sources

• National Registry, Legal Entities Registry (Registro Nacional, Registro de Personas Jurídicas): www.rnpdigital.com
• Commercial Code and Laws No. 9428 and No. 9416, in the Costa Rican Legal Information System (Sistema Costarricense de Información Jurídica): www.pgrweb.go.cr
• Ministry of Finance (Ministerio de Hacienda): www.hacienda.go.cr
• Central Bank of Costa Rica (Registry of Transparency and Ultimate Beneficial Owners): www.bccr.fi.cr

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