Costa Rica Company Incorporation

We’ll incorporate your company remotely with full support—choosing the right form (S.A./S.R.L.), preparing documents, providing a registered agent, ensuring compliance, and configuring payments & banking.

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Why Costa Rica?

Advantages of Incorporating in Costa Rica

Remote formation
Incorporation via a registered agent with minimal paperwork.

Flexible legal forms (S.A. / S.R.L.)
Limited liability with straightforward allocation of roles and capital.

Stable jurisdiction
Predictable legal system and clear corporate procedures.

Convenient geography & time zone
Easy collaboration with the U.S. and Latin America (nearshore).

Banking & payments
Local banks with multi-currency options; international EMIs/PSPs available if needed.

Great fit for service businesses
IT, consulting, eCommerce, creative industries, and outsourcing.

Who is company registration in Costa Rica suitable for?

Tech & Digital Services

A good fit for IT/SaaS teams, consulting firms, and marketing or creative studios. Incorporation is completed remotely via a registered agent; S.A./S.R.L. entities offer flexible governance and capital structuring; the time zone is convenient for collaboration with the U.S. and LATAM; a bilingual environment (ES/EN) simplifies hiring and client support; payments can start via EMI/PSP with USD/EUR settlement.

E-commerce & Payment Projects

Works well for D2C brands, marketplace sellers, and businesses that accept online payments. You can quickly connect a merchant/PSP and arrange multi-currency flows; operations are easy to align to the LATAM/U.S. region without complex legal structures; if bank onboarding takes longer, you can launch via an EMI to avoid interrupting sales and open a local bank account later.

Operations Centers & Group Structures

Suitable for BPOs and call centers, regional offices, and service or holding companies within a group. The time zone is convenient for supporting North American markets; clear corporate procedures streamline invoicing for clients and regional subsidiaries; ongoing support from a registered agent helps keep routine compliance under control—corporate books, annual filings, and basic bookkeeping.

Requirements

Requirements for Company Registration in Costa Rica

Company Governance & Structure
Entity type: S.A. (Sociedad Anónima) or S.R.L. (Sociedad de Responsabilidad Limitada).
S.A.: Minimum 2 shareholders; a 3-member board of directors (President, Secretary, Treasurer) plus a statutory auditor/comptroller (Comisario). If no director or officer resides in Costa Rica, a Resident Agent (local attorney) must be appointed.
S.R.L.: Minimum 2 members holding quotas (commonly up to ~20). Managed by one or more managers (gerentes); no board of directors required.
Registration & Official Records
Local address & Resident Agent: A local legal/fiscal address is required for government correspondence. If there is no local representative, appoint a Resident Agent (Costa Rica–based attorney) to receive official notices.
Notarization & filing: Notarial execution of incorporation documents and registration with the Mercantile Registry (Registro Nacional).
Corporate books (libros): Shareholder/member register, minutes book for meetings, and accounting books.
Beneficial ownership (RTBF): Annual filing of ultimate beneficial owners via the Central Bank of Costa Rica (Banco Central) pursuant to Law No. 9416.
Company information
Name & corporate purpose (objeto social). Name clearance for uniqueness/homonyms and clear definition of the business purpose in the bylaws.
Constitutive documents. Bylaws, deed of incorporation, and rules on representation/powers of attorney.
Capital & equity. For S.A. — registered shares; for S.R.L. — registered quotas. No typically high minimum capital thresholds.
Special Licenses and Permits
Certain activities (e.g., financial services, education, healthcare) may require prior authorization or sector licenses from the relevant regulator.

Process

6 Steps to Your Company in Costa Rica

Full legal support from international law experts

1. Kick-off call & launch plan

We determine the entity type (S.A./S.R.L.), company name and corporate purpose, ownership and signatories, banking/PSP needs, and settlement currencies.

Deliverables: roadmap, cost estimate, timeline, KYC document checklist

30-60 minutes

2. Document onboarding & bylaws drafting

Collect KYC (passports, proof of address).
Appoint a Resident Agent (local attorney).
Draft bylaws/internal rules and the authority matrix for the director/manager.

Deliverables: complete notary & registry filing package.

up to 5 days

3. State registration with the Companies Registry

Execute constitutive documents before a notary (in person or via power of attorney) and file with the Mercantile Registry (Registro Nacional).
Obtain the corporate ID (cédula jurídica) and open the corporate books.

Deliverables: charter documents, registration details, corporate books.

3-10 days

4. Tax & government registrations

Activate the tax profile with the Ministry of Finance’s Virtual Tax Administration (ATV).
Set up electronic invoicing (e-factura), if required.
Register the employer with CCSS and workers’ insurance with INS.
Obtain a municipal business license, if needed.

Deliverables: active tax status, e-invoicing access, registration numbers

3-10 days

5. Banking / EMI / PSP

Select a bank or EMI/PSP, prepare the KYC package, and connect multi-currency accounts and merchant solutions for your target markets (U.S./LATAM).

Deliverables: account details, PSP/merchant dashboards, readiness to accept payments.

~2–6 weeks

6. Compliance & ongoing support

Set up the tax/reporting calendar, annual beneficial ownership filing (RTBF), maintenance of corporate books, and updates to powers of representation and addresses/contacts

Deliverables: an operational company with established compliance and deadline reminders.

kick-off in 1–3 business days; thereafter ongoing as needed

A dedicated account manager supports you at every stage—coordinating all processes and keeping you updated.

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Reporting

Reporting in Costa Rica

Registers & Annual Obligations
- RTBF (beneficial owners): Annual submission of ultimate beneficial ownership via the Central Bank platform (BCCR, Registro de Transparencia y Beneficiarios Finales). Non-filing may trigger fines and restrictions on registry actions.
- Annual corporate levy (Impuesto a las Personas Jurídicas): Payable each year by all registered legal entities; chronic non-payment can lead to company dissolution.
- Corporate books: Maintain and (where applicable) legalize mandatory books with the National Registry (shareholder/quotas register, minutes, etc.). Accounting books must be kept as well, though they are not subject to legalization.
Taxes (Ministerio de Hacienda)
- Corporate income tax (Form D-101 / “utilidades”): Annual return for the calendar year via the ATV system; advance payments may apply during the year.
- VAT (IVA): Monthly D-104 return for registered VAT taxpayers via ATV.
- E-invoicing: Issuing electronic invoices is standard for active taxpayers and is configured in ATV.
Social & Local Registrations
- CCSS / INS: Employer registration with the social security fund (CCSS) and workers’ risk insurance with INS when you have staff.
- Municipal license (patente): Obtain from the relevant municipality before commencing commercial activity.
Accounting & Standards
- Books & source documents: Keep complete records of income/expenses/assets and retain supporting documents for the statutory periods.
- Reporting standards: Practice commonly applies IFRS / IFRS for SMEs (NIIF / NIIF para PYMES), as adopted by Costa Rica’s College of Public Accountants.
Liability & Sanctions
Management is responsible for timely filings and payments. Late or missing submissions can incur penalties, and prolonged non-payment of the annual corporate levy may result in forced dissolution and restrictions on registry actions/issuance of certificates until cured.

Not sure if Costa Rica company incorporation is right for you?

Book a free consultation — we’ll assess your case and outline all viable options.

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Any questions?

FAQ — Costa Rica Company Registration

Which form should I choose — S.A. or S.R.L.?S.A. is a share-based model with a board of directors, convenient for multiple co-owners and investors. S.R.L. uses manager(s) and registered quotas, and is usually simpler for day-to-day operations.

Can I incorporate remotely?Yes. Incorporation can be completed by power of attorney through a local notary. We’ll specify originals and apostilles in your checklist.

Who can be owners/managers? Is a local director required?Non-residents can be shareholders and managers. A local director is not mandatory, but a Resident Agent (local attorney) is typically appointed for official correspondence.

What address is required?A registered legal/fiscal address in Costa Rica for government correspondence. A physical office isn’t required unless your activity demands local presence or permits.

How long does registration take?It depends on document readiness, the notary, and the registry. We launch some steps (tax/banking) in parallel to shorten the total timeline. Typical overall range: ~3–9 weeks.

Can non-residents open a bank account?Yes, though bank KYC can take longer. We often start with EMI/PSP to accept payments, and add a local bank account in parallel.

Are special permits/licenses required?Yes for regulated sectors (e.g., fintech, healthcare, education). We verify requirements for your case and include them in the launch plan.