Costa Rica – Srl Company Formation

To incorporate an Srl in Costa Rica we submit the notarised documents to the Registro Publico; this will start the process of registering the company and obtaining the corporate identification number.

Costa Rica is an attractive jurisdiction for an international business to establish a tax free haven as companies that generate no commercial income within Costa Rica are exempt from corporation tax.

The Articles of Incorporation drafted by Formacompany must be signed by the founding shareholders and notarised by a Costa Rican public notary. The Registry will then issue an official entity registration card number (cédula jurídica) and assign registration entry numbers (citas de inscripción).

Once incorporated the entity should seal six books with the Revenue Administration Seals Unit, these are three sets of minute books and three sets of accountancy records must be maintained. One set is for the directors’ use, one is for the shareholders and the third must be kept in the registered office. We will assist you with all aspects of these requirements and take care of the drafting and filing of all documents on your behalf.

It takes only two weeks to incorporate your company.

Formacompany has over 20 years’ experience forming companies in Costa Rica and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

To begin incorporation of your Costa Rican company we will require the following:

• Your company name
• The full name, date of birth, address and nationality of all directors
• The full name and address of all shareholders

What you receive after setting up your new business

1. Certificate of Incorporation
2. Share Certificates
3. Government receipt as evidence of payment of annual company registration and license fees
4. A Minutes of General Assembly Book, a Minutes of Board of Directors Book, a Shareholders Registry Book, and three accounting books. Costa Rican law requires you maintain these documents and we will provide you with them upon incorporation. These documents will be authorized by the Taxing Authority.

Directors

A Costa Rican SA requires a board of three directors, appointed by the shareholders. The board of directors comprises of a President who legally represents the corporation before third parties, the Secretary in charge of the corporation books and records, and the Treasurer in charge of financial affairs.

Shareholders

Only 1 Shareholder is required, and their names are not on public record. There are no restrictions placed on nationality or residence.

Ultimate Beneficial Owners

All Costa Rica companies are required to disclose the details of the Ultimate Beneficial Owner  to the Transparency and Final Beneficiaries Registry (Registro de Transparencia y Beneficiarios Finales).

The personal information of the ultimate beneficiaries such as, identity number, contact information, passports, capital, type of shares and number of shares is required . 

Shares and Share Capital requirements

• There is no minimum share capital requirement for a Costa Rican company but at least 25% of the issued share capital must be paid up upon incorporation. The ownership and transfer of shares are regulated by the shares chapter of the Code of Commerce.
• Shareholders may be of any nationality and may reside anywhere, the shareholder can be a person or a corporation and there is no upper limit to the number of shareholders.
• A minimum of two shareholders is required to incorporate your company, once incorporated a single shareholder is permitted. There are no restrictions placed upon the nationality or residency of shareholders. Shareholders may also be directors.

Costa Rica Gambling License

Costa Rica gambling law allows companies to have a gambling license and gambling sites under current online gambling laws. Once we have incorporated your Sociedad de Responsabilidad Limitada company we can assist with the gambling license – Data Processing License.

Company Name

A Costa Rican company name must be unique and approved by the registry prior to incorporation. We will check the availability of your proposed company name and reserve it with the Registro Publico. The company name may be in English, provided it is accompanied with the corresponding Spanish translation.

Registered Agent & Office

All Costa Rican Srl’s must have a registered office. We can arrange one for you.

The Registered Agent (Agente Residente) must be a lawyer with a Costa Rican office address. We can assist with this.

Filing Requirements

There are no requirements to file financial statements or retain an Auditor.

Company minute books are required for Costa Rican Srl’s. The legalisation process of the books takes place at the same time as incorporation. The books are registered with the Registro Nacional de Republica de Costa Rica.

Costa Rica Company Formation fees

Timescale

7 days to incorporate your Costa Rica Srl company, once all the necessary documents have been received.

Gambling / Data Processing License

The following is required in order to obtain a DPL:

• Incorporation of a Costa Rican Srl
• Registered Office confirmation
• Employee risk insurance policy
• Inspection from the Municipality
• Ministry of Health Permit
• Registration of employees with the Caja Costarricense del Seguro Social
• Grant Power of Attorney to the Agent in order for the license to be processed

Cost and Time Frame

• Cost of DPL for the first year start from US$6500
• Time to obtain a DPL is approximately 8 weeks

Proof of Identity

As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.

Travel

It is not necessary to visit Costa Rica to Incorporate your Srl company.

Tax

Companies are tax exempt on any profits generated outside of Costa Rica. The company must file an annual tax return irrespective of whether it is liable to pay tax on income. Your company must register for tax with the local authorities. We will complete the tax registration as part of your company formation.

Support

Using our 20 years experience we guide you throughout every step of the company formation process.