Even though it is not a traditional offshore jurisdiction, Costa Rica offers great incentives to foreign investors who wish to open companies here. No taxes on income or profits are charged. The activities of a company are not subject to the exchange of information between Costa Rica and other countries. Additionally, no minimum share capital is required during the process of company registration.

Our consultants offer company incorporation services, tax registration and compliance and can also help in opening a corporate bank account. Another major advantage is the exemptions offered for businesses opened in the free zones. These companies can benefit from a full exemption on the income tax on profits and the value added tax for a period of up to 12 years since their incorporation. 

 

 

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. 
 

The first step for starting a company in Costa Rica is to choose the name of the future company. It 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. 
 

The company must have at least two founders, liable for the company’s debts only to the extent of their contribution to the capital. The names of the managers must be provided by the Articles of Association and must be published in the Official Gazette and registered with the Mercantile Public Registry.
 

Another legal requirement is keeping the account statements and books of accounts and submits them with the tax authorities. The following books must be kept: Minute Books for Shareholders' meetings, Journal, General Account and General Ledger. If a company doesn’t perform any commercial activity in Costa Rica it is not necessary to fill the financial statements.
 

The offshore registration of a company in Costa Rica takes approximately 2 days since the moment we have received all the necessary documents.

 

 

The capital of a limited liability company (Sociedad de resposabilidad limitada) is divided into quotas which cannot be transferred 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.

 

A stock company is incorporated by at least two founders and is managed by a Board of Directors, composed by the president, one treasurer and a secretary. Each offshore must have a resident agent (a lawyer) and a registered office in Costa Rica. Every legal entity must register for paying the 13% VAT in Costa Rica. The procedure is very simple. The registration procedure can be completed with the assistance of our team. 

 

 

The limited liability company and the stock company (or joint stock company) have many similarities. This is because the 2 structures have the same functioning principles, the most important being that both of them are companies with limited liability. 
 

This means that investors who will opt for company formation in Costa Rica for either legal entity will benefit from limited liability from the company’s debts. This implies that investors can’t be held accountable with their own, personal assets when it is necessary to pay corporate debts. 
 

This advantage is given because these company types have separate legal personality, different from the one of the founders. Another similarity is that both legal entities need the association of at least 2 shareholders. 
 

The shareholders can be individuals or other companies, local or foreigners, as companies in Costa Rica can have 100% foreign ownership, regardless of their type. These 2 companies have the same tax obligations towards local tax authorities, in the sense that they need to pay corporate taxes, employment taxes, VAT, etc. 
 

However, their similarities end here, as, for example, in a limited liability company, investors can’t sell the company’s shares without the approval of other shareholders, while in a joint stock company, this rule does not apply. The first company type is suitable for small companies, while the latter is recommended for large enterprises.  
 

Yes, foreign investors can open a company in Costa Rica through a branch office, provided that this business model is more advantageous for the parent company. A branch defines a structure that is dependent to its parent, which means that the latter has full responsibility for the activities, debts and other obligations of the branch. 

 

 

 

Our team of specialists will assist in drafting the Articles of Association (necessary for company incorporation in Costa Rica) that can be signed through Power of Attorney.

 

Our team will draft all other documents required for the incorporation of the Costa Rican company. These documents include: Specimen Signatures, Special Forms provided by the Company Registration Office in Costa Rica, passport copies etc.

 

We also invite you to address us if you need to obtain a registered office in Costa Rica for your company, which is mandatory to have for starting a business in this offshore jurisdiction. The registered office may be any address where the Costa Rican company declares to have its headquarters. 
 

Another service we offer is the registration of a bank account for your Costa Rican company. If you are interested in operating through an offshore company, we will help you set up an offshore bank account. 

 

 

 

Costa Rica is situated in America, bordering the Pacific Ocean and the Caribbean Sea and being neighbor with Panama and Nicaragua. The offshore jurisdiction has introduced new incentives in order to attract foreign investments. As a result, the service and the tourism sectors have grown lately.

 

Costa Rica also provides certain free zones where foreign companies are exempt from many taxes for large periods of time, as mentioned earlier in this article. 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, companies and partnerships.

 

The educational system of Costa Rica is situated on the 23rd place in the world, the highest in Latin America. That’s one of the reasons  foreign companies choose Costa Rica as a business destination. Currently, Costa Rica became member of the World Trade Organization, this giving it a more credible economic image in the world. Among the above-mentioned, Costa Rica is also characterized by the following key elements: 
 

 

Bridgewest provides company formation services in Costa Rica. Please contact us for more information and prices, as well as for professional offshore company incorporation services.