COSTA RICAN COMPANY FORMATION
San Jose, Costa Rica
Located in Central America between Nicaragua and Panama, Costa Rica gained independence from Spain in 1821. Now politically and economically stable, its main sources of revenue are electronics exports, tourism and agriculture. The Costa Rican corporate legal system is like the country itself ‘user friendly’. Incorporating is fairly straightforward and cost effective, formation of the company as in most offshore situations is the first step to doing any other kind of business.
There are restrictions on foreign investment in the state-owned monopolies of telecoms, distilleries, insurance, media, electricity and petrol refining. Any other activity apart from banking, mutual fund and public investment management is permitted. There is no distinction between onshore and offshore businesses as such: there is no tax to pay on foreign-source income. A Costa Rican Sociedad Anonima (SA) is a very attractive corporate vehicle in a jurisdiction open to international trade and investment. Although the government requires disclosure of the identity of the beneficial owner, blank endorsed shares allow for total privacy.
Benefits of Costa Rica include:
Expanding local economy
Low government fees
No tax on offshore profits provided that a yearly tax report is filed
No limit on activities outside Costa Rica
Minimal authorised share capital The Costa Rican corporate legal system is like the country itself ‘user friendly’. Incorporating is fairly straightforward and cost effective, formation of the company as in most offshore situations is the first step to doing any other kind of business.
Setting up a business venture in Costa Rica, as in most other jurisdictions comes in a variety of packages:
- General Partnership (Razón Social)
- Limited Partnership (Compañia)
- Limited Liability Company (Socidad de Responsabilidad Limitada
- Corporation (Sociedad Anónima)
We have access to a large number of ready made Costa Rican Shelf-Companies. These companies which are held by a number of leading law firms can be used within days to transact business in Costa Rica or elsewhere. Buying a shelf company avoids the delay caused by the registration period required for a company to appear in the Costa Rican company registry when you form a company from scratch.
When acquiring one of our Costa Rican shelf companies, either S.A. or S.R.L (L.L.C.), you need to provide a minimum of four directors (for a Sociedad Anónima: President, Secretary, Treasurer and Auditor) or one Manager (for a Responsabilidad Limitada). A controller is required for either who must not be a family member of any of the other officers. In Costa Rica there are no restrictions in respect of the domicile, nationality or residence of the directors and officers.
Each company includes the following legal documents:
- Articles of Incorporation.
- Certified translation to English of the Articles of Incorporation.
- Extract from the Public Registry with the registration information and the current representatives of the corporation (serves as certificate of incumbency, certificate of good standing and certificate of incorporation).
- Certified translation to English of the Extract.
- Share certificates issued per your instructions.
- First Minutes of the Board in the Legal Books.
- Resignation letters from the first shareholders.
- Corporate ID issued by the National Registry.
- Declaration of non use.
The total Cost of a Costa Rica company is: USD$1425 / €1075.00 / £895.00
Document legalization: Costa Rica has not signed the International Agreement of Apostille, this means that if you require the equivalent of Apostilled documents the articles of incorporation and other legal documents should be legalized by the Foreign Affairs Ministry and the Correspondent Consulate in order to enable you to meet the requirements. The cost of legalization is $225.00 including courier fees.
Costa Rican Domicile / Mail Forwarding: Annual Fee USD$350.
Costa Rican Resident Agent: Annual fee USD$250.
Presentation of Tax declaration: Annual fee USD$250.
All corporations in Costa Rica must file each year to the Tributación Directa (Tributary Authority) documents regarding any income that is generated in Costa Rica or remitted to the country. If there is no income generated in Costa Rica, the document must still be filed. Our agent will send you the required forms which must be signed by the representative of the company. These will be sent some months in advance, once they are they must be signed and then sent back signed to our agent (or one of our office) to action the submission to the correspondent authority.
Please Note: We also form Costa Rica companies from scratch with your choice of name. Standard shelf companies are delivered within 10 days, for a new formation we recommend allowing 4-6 weeks.
For Details of other Jurisdictions Click HERE