Corporate and Business Law in Costa Rica.
Doing business in Costa Rica can be very attractive, but the legal system is different from common law countries. Foreign investors need clear guidance on corporate law and business law Costa Rica rules before they commit their money.
At CPG Legal, our attorneys for business and corporate law in Costa Rica advise local and international clients on every stage of the business life cycle. We combine trial experience with day-to-day corporate advice, so we can design structures that work in practice and also stand up in court if there is a dispute later.
This page is a practical hub. From here you can explore how to set up a company, comply with corporate obligations, protect shareholder rights, and deal with financial distress under business bankruptcy law.
Business and Corporate Law in Costa Rica
Selecting the correct legal entity is one of the first and most important decisions for any investor. The choice has direct consequences for control, tax planning, asset protection, and future exits.
In Costa Rican business law, the most common corporate vehicles are the Sociedad de Responsabilidad Limitada (LLC) and the Sociedad Anónima (S.A.). Both can be adapted to simple family businesses or complex investment structures, but they work in different ways.
For many foreign investors, the LLC offers flexibility and a clearer link between ownership and management. The S.A. is often used when there are several shareholders, a board of directors, or when the company may receive outside investors at a later stage.
On this website you will find dedicated pages that explain how LLCs and S.A.s work in detail, including their advantages, risks, and typical uses in Costa Rica.
Company Formation and Registration
Once you select the right structure, the next step is to incorporate the company correctly. Proper incorporation is not just a formality. It is the legal foundation of the business and a key part of corporate law Costa Rica practice.
Our firm assists clients with every stage of company formation, including:
Drafting the articles of incorporation and bylaws.
Coordinating notarial execution of the charter.
Registration of the company before the National Registry.
Obtaining the corporate ID number and basic permits.
In addition, business law in Costa Rica now requires various post-incorporation obligations, such as registration of shareholders or beneficiaries before the relevant authorities, tax registration and compliance with anti-money-laundering rules. Failing to observe these steps can lead to fines, operational delays, or even the practical impossibility of using the company in banking or transactions.
Our role is to make the process clear and structured, so that the company starts its life fully compliant and ready to operate.
Shareholder Rights and Corporate Disputes
Disputes between business partners are common in every jurisdiction. However, in Costa Rica there are specific rules that protect shareholders, especially minority investors, against abuse or exclusion.
Our practice in corporate law Costa Rica includes advising minority shareholders on their rights to information, participation in meetings, distribution of profits, and protection against dilutive or simulated transactions. When necessary, we bring actions before the civil courts to challenge corporate decisions, seek damages, or request the nullity or inopposability of certain acts.
On the other side, we also counsel majority shareholders and directors who wish to act within the law while restructuring the company or dealing with difficult partners. Clear advice can prevent conflict, or at least reduce the risk that internal measures will later be attacked in court.
Several of our subpages explain minority shareholder rights and corporate litigation scenarios in more detail. This hub simply gives you an overview of how business law in Costa Rica can protect your investment when relationships break down.
Commercial Contracts and Consumer Law
Every business relationship eventually becomes a contract. Solid contracts are a central tool of business and corporate law in Costa Rica, because they define rights and duties before problems appear.
We assist clients with the drafting and negotiation of:
Share purchase and sale agreements.
Joint ventures and investment contracts.
Service agreements and distributorships.
Real-estate and asset purchase contracts related to the business.
In addition, Costa Rica has modern consumer protection rules that apply to many business activities, especially when dealing with individuals. Companies must respect duties of information, fair advertising, proper billing, and warranty obligations.
Understanding these consumer laws and rights is important not only to avoid fines or claims, but also to build long-term trust with clients. Our advice integrates commercial strategy with regulatory compliance, so that the business can grow on a solid and lawful basis.
Business Bankruptcy Law and Financial Distress
Not every business follows a straight line. Markets change, partners fall out, and sometimes companies face serious financial stress. In these moments, business bankruptcy law becomes a critical part of business law Costa Rica practice.
Costa Rican law offers different paths depending on the situation. Some companies may try to restructure their debts and operations. Others may need to negotiate with specific creditors, sell assets, or consider formal insolvency procedures. The correct choice depends on timing, documentation, and realistic prospects of recovery.
Our attorneys advise business owners and creditors on:
Early warning signs of financial distress.
Strategies to protect assets while respecting the law.
Negotiation with banks and key suppliers.
Use of formal insolvency and bankruptcy mechanisms where appropriate.
The goal is always the same: to minimize damage, preserve viable activities when possible, and protect the rights of those involved according to business bankruptcy law and general corporate principles.
How CPG Legal Can Help
CPG Legal is a bilingual Costa Rican law firm focused on litigation, corporate law, and real estate. We represent both local entrepreneurs and international investors who need practical guidance and strong courtroom representation.
Because we work daily in civil and commercial litigation, our business and corporate law advice is grounded in how judges actually apply the law. This combination allows us to design structures and contracts that not only look elegant on paper, but also withstand dispute and enforcement.
Whether you are starting a new company, restructuring an existing group, dealing with a difficult partner, or facing financial pressure, our attorneys for business and corporate law in Costa Rica can help you evaluate your options and choose a safe path forward.
Contact us to schedule a consultation and discuss your project, investment, or dispute under Costa Rican business law.
CPG Legal.