The first step to starting a business in Costa Rica is to create a corporation: a corporate entity. This is done through a notary public who will notarize and register the corporation. Look no further; we will assist you to open a corporation in Costa Rica. We begin by drafting the articles of incorporation, and then we will register the corporation in the Costa Rica Corporate Registry. Your corporation will be set up in no time! Whether you wish to open a business or create a holding company, you should know the differences and benefits of the two corporate structures I recommend. These are:
A. The Standard Corporation, or “Sociedad Anónima” in Spanish, and
B. The Limited Liability Corporation (LLC), or “Sociedad de Responsabilidad Limitada.”
These are the only two company structures I recommend under Costa Rican corporate law because of their limited liability. So what happens when you incorporate in Costa Rica? When you create a corporation, you are really giving legal birth to a legal entity. A “moral” person is born. Corporations are reputed as persons by law. We call them “moral persons” or “legal persons.” These legal entities, or corporations, are regulated by corporate law. Most specifically, the Costa Rican Commerce Code.
Yes. Under corporate law, companies have “legal personality” and are reputed as “moral persons.” Just as we are born out of our mother´s womb, so are these “moral” persons born when you create a corporation. The corporation is even given an identification number, just like we have an identification number in our passports. When you create a company in Costa Rica, it is given a name and a domicile.
Once you start your business in Costa Rica, the corporation will be the one to hire workers. The corporation will also be the one to obligate itself through contracts; it can buy assets and mortgage them. It can execute almost all of the legal acts that a physical person can do. It can sue, or be sued, purchase assets or sell them. Corporations can do anything you and I can legally do unless restricted by law or by corporate by laws. Since corporations are legal entities, they require the aid of physical persons to act. They do this through corporate “organs,” internal structures with people running them. In a standard corporation, internal organs are the Board of Directors and the Shareholder’s Assembly.
If you have started a business in Costa Rica, and wish to incorporate, there are several types of legal entities that you can incorporate. Many are interesting from a historical viewpoint. However, if you wish to open a corporation, I can only recommend two. On the one hand, you have the Standard Corporation (S.A., or Sociedad Anónima). On the other hand, I recommend the Limited Liability Corporation (S.R.L or Sociedad de Responsabilidad Limitada). I can recommend both of them because they confer a limited liability. There are, however, other types of legal entities available. However, I can´t recommend them because of their unlimited liability. Because of this, they are seldom used and have become antiquities of corporate law.
At least two people must incorporate as founding partners. The Act of Incorporation is notarized. Therefore, this is done in my protocol, where I act as a notary public. In this act, both of you establish the articles of incorporation as founding shareholders. Then, just as it happens with a physical person, you must give the entity a name and a domicile in Costa Rica. Accordingly, you can set the corporation´s domicile in my law firm.
Since the company is a legal entity, it needs a physical person to represent it, with a power of attorney. Next, both of you must stipulate who will be the board of directors members and who will be the company’s representatives. Then, finally, you will need to establish the company’s object. But it would be best not to worry; this is all very generic, and we will draft everything for you.
Our corporate law firm in Costa Rica, can make this easy for you. We can draft the paperwork so that you can start your business in Costa Rica quickly. If you can´t come down to sign personally, we can create a corporation for you. You will be named as the sole representative. You will have to accept this by email. Immediately after the corporation´s constitution, the founding shareholders will transfer their shares to you. This way, you end up owning the company without the hassle of having to fly down to Costa Rica. We can then send you the corporate law books and shares via courier. Alternatively, we can also keep them in my law office for safekeeping.
We take care of the registration for you. As previously stated, the articles of incorporation, the formal act of the constitution, are drafted by the notary public. This is done in my notary´s ledger, called a protocol. The protocol is the set of public documents I issue as a Notary Public during my entire career. When both of you sign the act of incorporation, the legal entity “is born,” I will then proceed to register the corporation in the Costa Rica Corporate Registry. It´s essential to register the company correctly. To do so, first, you will need to pay some taxes. I will then take a certified copy of the articles of incorporation and get the company duly registered. Once registered, the Public Registry can provide certifications of the company. This certification is called a “personería.” It includes the corporate name, representatives, domicile, and the corporation´s identification number.
Most certainly. Most people choose this type of company, when they start a business in Costa Rica. The Standard Corporation, or “Sociedad Anónima,” is widely used to incorporate. Most law firms in Costa Rica recommend it. I dare say it´s the most used legal entity in corporate law. This is the first type of corporation I can recommend. The S.A. is very similar to the standard corporations in the United States. It´s a good choice if you wish for many shareholders in the future. A good aspect it has is how shares are easily transmitted. You only have to endorse them.
Creating the standard corporation in Costa Rica (Sociedad Anonima) requires at least two founding shareholders. Each of you receives common shares with voting rights. These votes are cast in every shareholder assembly that must occur at least once a year. The shareholder´s assembly is the most important organ of the corporation.
At least three people are necessary to be on the board of directors. The seats include the company’s president, treasurer, and secretary. Unquestionably, the shareholders can be members of the board of directors. A “Fiscal” must also be named in the articles of incorporation. They must all be assigned to the Costa Rica Corporate Registry.
When you open a corporation in Costa Rica, you need to set the ground rules under which it will operate. These are called “articles of incorporation.” Ussually they are quite generic. However, you can include special dispositions, and innovative concepts, such as priority purchase rights.
These rights prioritize other shareholders before endorsing shares to a third party. With exceptions, most changes in the articles of incorporation may be done with a simple majority vote by the shareholders.
The LLC, in Spanish is called a “Sociedad de Responsabilidad Limitada”. This is the other type of legal entity I can recommend if you wish to open a corporation in Costa Rica. As a corporate attorney, I recommend them for small personal endeavors and buisnesses. Like the previous one, the Limited Liability Corporation conveys limited liability. However, they differ from standard corporations in several positive and negative ways. First and foremost, an LLC requires fewer people to constitute it. Just two people are needed to incorporate it! Therefore, unlike the S.A., if you don´t foresee a lot of owners in the future, this may be a suitable corporation for you. The LLC, must also be registered in the Costa Rica Corporate Registry.
The LLC does not have shares but “quotas”; thus, there are no shareholders. Quota holders are required to name at least one General Manager to represent the company. The general manager can also be a quota holder, so only two people must incorporate the LLC.
Unlike their counterpart, quotas can´t be transferred via endorsement. It´s not as easy as an S.A. Quotas can only be transferred through a transfer agreement. This must first be approved by the qualified majority of the other quota holders, who have a right of first refusal.
Like the standard corporation, the quota holder´s assembly is the foremost authority of the LLC. However, a simple majority is insufficient to make decisions, unlike its counterpart. Therefore, a qualified majority of quota holders´ votes are necessary (75%). Another thing to remember is that amendments require 75% percent of the votes. Our corporate law firm will handle this for you.
When you create a corporation in Costa Rica, you give birth to a legal entity. A corporation is a legal fiction; it does not have a material body. A physical person, or persons, must therefore represent it. Powers of attorney achieve this. In an SA, the president has the judicial and extrajudicial representation of the company. In an LLC, it´s the manager who represents it. Our law firm in Costa Rica can help you organize a proper corporate structure. There can be unlimited powers of attorney given to other people to represent the corporation in physical reality.
Yes. The corporation´s legal books are essential. We will provide you with them when you incorporate. We can hold them for you in our corporate law firm, or you can keep them if you wish. You can click the following link to learn more about corporate legal books.
Modifications such as these are corporate legal services we provide. Just like the constitution, a notary public is involved. All corporate structure modifications must first be accepted by the corresponding shareholders or quota holder´s assembly. The modifications are voted on during the assembly and recorded in the company´s books. The notary public later protocolizes this, and the modifications are registered in the Public Registry of Costa Rica, per corporate law.
You can register a corporation to start a business in Costa Riuca, or to use as a holding company to buy real estate. A lot of corporate law firms recommend this. It´s believed an excellent idea to place the asset in the name of the legal entity. And why not? The corporation separates your liability. It also helps with estate planning and avoids probate procedures entirely. Remember, however, that corporations in Costa Rica require an annual tax to exist! Thus, creating a corporation in Costa Rica depends on the situation.
They can be a complication if you place a marital asset in them. I have dedicated an entire section informing why this can be hazardous. You may have no control over the asset, which may involve litigation. There is no cure-all recipe, so my corporate legal services are carefully planned. They must be custom-fit for your specific requirements.
Dr. Christopher Pirie Gil.
Corporate attorney in Costa Rica.
** Our corporate law firm in Costa Rica, is located in San José, and we can travel to any province, even Guanacaste. **