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Form a Stock Corporation in Costa Rica in 10 Steps


When getting into the Costa Rican market, many traders select to type a inventory company in Costa Rica, thanks partially to the low variety of shareholders required and restricted legal responsibility they take pleasure in.

A photo of nature on the outskirts of San Jose, where investors may wish to form a stock corporation in Costa Rica
Costa Rica is famed for its pure magnificence

For anybody who solely wants a neighborhood government, reminiscent of a regional gross sales director, or a small staff for a selected venture, reminiscent of IT builders, hiring by way of an employer of record in Costa Rica might be possibility. 

As a result of the EOR will rent these workers in your behalf by way of its personal native entity, which means which you can keep away from firm formation and liquidation and get to work in solely the time it takes to seek out the precise workers – one thing the EOR may even have the ability to assist with.

Nonetheless, in case you are planning on launching a enterprise or another pursuit that makes firm incorporation needed, forming a inventory company in Costa Rica might be your best option. 

Costa Rica has loved lengthy standing financial and political stability and has some of the lowest violent crime levels in Latin America and the Caribbean, serving to it to register vital financial development over current years. 

Each gross home product (GDP) and gross nationwide earnings (GNI) have increased exponentially since the turn of the century to make Costa Rica one of the vital affluent nations within the area, offering a top quality of life to the nation’s residents. 

In addition to being recognized for being business-friendly, Costa Rica additionally boasts some of the highest levels of English proficiency within the area, making it notably enticing to traders and guests from English-speaking nations.

These elements have mixed to assist make Costa Rica a well-liked vacation spot for international direct funding (FDI), which contributed an estimated 7.8% of GDP previous to the COVID-19 pandemic.

Whereas that fell to round 3.5% after the onset of the worldwide well being emergency, Costa Rica has been taking measures to encourage investment to return, together with lowering the minimum investment needed for residency and providing beneficiant tax incentives to traders.

The federal government additionally introduced a “digital nomads law” handed in August that provides attractive incentives for distant staff and their dependents to maneuver to Costa Rica. 

In case you are serious about getting into the Costa Rican market, or already lively there and in want of back-office assist, contact us today to seek out out extra about how we are able to help you.

Options of a inventory company in Costa Rica & various choices

Whereas the most well-liked alternative amongst traders is to type a inventory company in Costa Rica, which is called a Sociedad Anónima (S.A.), one other widespread possibility is set up a restricted legal responsibility firm, known as a Sociedad de Responsabilidad Limitada (S.R.L.).

Different potentialities embody the choice to type a department in Costa Rica or to register a subsidiary.

Beneath, a few of the options of every entity sort are highlighted>

Inventory company in Costa Rica

As beforehand highlighted, a inventory company in Costa Rica requires simply two shareholders, whose monetary legal responsibility is restricted in line with their preliminary funding, whereas the company’s liabilities are restricted to the property it holds.

A stock image of a boardroom representing the fact that a stock corporation in Costa Rica has minimum requirements related to its board of directors
A inventory company is ruled by a board of administrators

A inventory company in Costa Rica is ruled by a board of administrators, which have to be composed of a minimal of three members (serving as president, secretary, and treasurer). Nonetheless, most inventory company boards will probably be made up of a minimum of 5 individuals, with a resident agent and an auditor (or comptroller) additionally included.

Observe that the shareholders have the ability to ascertain extra roles on the board and finally outline the illustration of the company.

As a part of financial regulatory compliance in Costa Rica, all corporations should maintain six authorized books. They’re made up of three for administrative functions (a board of administrators’ log, a shareholders’ meeting log, and a shareholder registry) and three accounting books.

All corporations should additionally register with tax authorities, and a inventory company in Costa Rica should file a yearly declaration for earnings tax functions. Companies which have annual turnover of lower than $50,000 are thought of small enterprises and are topic to earnings tax of 10%, whereas corporations with the next turnover are taxed at a fee of 30%.

Restricted legal responsibility firm in Costa Rica

A restricted legal responsibility firm is much like a inventory company in Costa Rica in some ways, with shares within the entity often known as quotas, and stockholders often known as quoteholders.

Nonetheless, one key distinction is the requirement to nominate a normal supervisor, who could be a quotaholder. The place that particular person shouldn’t be a resident of Costa Rica, a resident agent can be required. 

Whereas a minimum of one supervisor have to be appointed, there is no such thing as a restrict on the variety of managers that may be put in, and they are going to be appointed and eliminated by quotaholders throughout a quotaholder meeting.

Like a inventory company, the liabilities of a restricted legal responsibility firm in Costa Rica are confined to the company’s property and the contributions made by particular person quotaholders – who equally outline the representations of the company.

A restricted legal responsibility firm in Costa Rica faces the identical laws with regard to taxation as a inventory company.

Kind a department or register a subsidiary in Costa Rica

Another choice accessible past establishing a inventory company in Costa Rica is to type a department or register a subsidiary. In every case, the entity will probably be an extension of an organization headquartered elsewhere.

The principle distinction between a department and a subsidiary is the diploma to which the mum or dad firm is liable and the style through which the services or products it supplies are introduced.

Within the case of a department, the mum or dad firm will retain extra management over day-to-day operations, and due to this fact retain a higher diploma of legal responsibility, whereas the services or products will possible be provided below the identical branding as within the firm’s residence market.

Within the case of a subsidiary, the entity will retain extra independence in its operations and funds, thereby limiting the legal responsibility of the mum or dad firm, whereas the services or products it presents could also be branded in order that it isn’t clearly being offered by the mum or dad firm.

In case you assume a department or subsidiary might be your prefered possibility, however are not sure which fits you finest, a neighborhood company lawyer will have the ability to present you extra recommendation.

How you can Kind a Inventory Company in Costa Rica

Forming a inventory company in Costa Rica and forming a restricted legal responsibility firm are comparable processes that entail the next 10 steps:

1. Select a reputation on your on your inventory company in Costa Rica

Earlier than you type a inventory company in Costa Rica, you will have to confirm on the National Public Registry that your chosen title is on the market, and take into account various choices within the occasion one other firm is buying and selling below an an identical or comparable title.

2. Draft the articles of incorporation

You’ll then have to draft the articles of incorporation, a doc that features key particulars of the construction and goal of the corporate, which the shareholders should signal and a notary public should legalize.

3. Publish the corporate registration

The subsequent step will see the notary public publish the corporate registration within the Official Gazette to inform third events.

4. Make an preliminary deposit in a nationwide financial institution

To register a inventory company in Costa Rica, funds totalling 25% of the capital inventory as outlined within the incorporation constitution have to be deposited in a nationwide financial institution.

5. Register the incorporation constitution

The notary public will then register the deed of incorporation within the Industrial Registry Division of the Public Registry. The notary who issued the deed should additionally correctly document it of their authorized minute ebook.

6. Register with tax authorities

Like all corporations, a inventory company in Costa Rica should file type D-140 to register the corporate as a taxpayer earlier than it will probably have interaction in any business exercise.

7. Apply for needed licences and permits

After registering the enterprise, the corporate should apply for and obtain a enterprise licence from the municipality through which it’s registered. The place the enterprise exercise requires it, the corporate should additionally apply for a sanitary working allow from the Ministry of Well being.

8. Register the corporate as an employer

With the required licenses and permits acquired, an organization in Costa Rica should register as an employer with the social safety establishment, often known as the Caja Costarricense de Seguro Social (CCSS).

9. Conduct an inspection

The subsequent step is to obtain an inspection from the CCSS, which is able to see the services of the enterprise and all claims made on official documentation totally checked.

 10. Take out labor danger insurance coverage for you inventory company in Costa Rica

The ultimate step to forming an organization in Costa Rica includes registering for labor danger insurance coverage with the National Insurance Institute, with a purpose to assure that every one workers occupational well being is protected.

Biz Latin Hub might help you doing enterprise in Costa Rica

At Biz Latin Hub, we offer built-in back-office providers to traders and firms getting into and doing enterprise in Cosat Rica.

Our complete portfolio of providers consists of accounting & taxation, company formation, due diligence, hiring & PEO, and company legal services, and we offer tailor-made packagaes of providers to swimsuit each particular person want.

With groups in place in 16 markets round Latin America and the Caribbean, we’re additionally ideally positioned to assist multi-jurisdiction market entries and operations.

Whether or not you wish to type a inventory company in Costa Rica or produce other plans available in the market, contact us today to seek out out extra about how we assist you.

Or examine our team and expert authors.

Key services offered by BLH including legal services, accounting & taxation, hiring & PEO, due diligence, tax advisory, and visa processing
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