Starting a Company in Costa Rica: S.A. or S.R.L. for Foreigners
Guides · Costa Rica
Key Facts
- The country — Costa Rica is a Central American democracy of about five million people, with no army and a services-led economy. Its company law sits in one statute, the Código de Comercio, Ley 3284.
- The system — two forms cover almost every case. The sociedad anónima, or S.A., divides capital into shares and needs a board of three plus a supervisory officer. The sociedad de responsabilidad limitada, or S.R.L., divides capital into quotas and is run by one or more managers.
- What matters now — Ley 10840, published on 6 March 2026, abolished the carta poder as a way of being represented at a shareholders’ meeting. Absent owners now need a notarised power of attorney instead.
- What happened — this guide records, as of September 2026, how the two forms differ, what a foreigner may own, what incorporation costs and what the company owes every year.
- The numbers — set-up is typically ¢225,000 (about US$500) to ¢510,000 (about US$1,135). The annual legal entity tax runs from ¢69,330 (about US$154) for an inactive company to ¢231,100 (about US$514) for the largest, and the education stamp from ¢5,000 (about US$11).
- What it means for you — a dormant holding company still costs money every year. Three consecutive years of unpaid legal entity tax dissolve it by operation of law.
- Still open — the widely quoted registry charge of 0.5% of declared capital comes from a law firm’s cost page, not from the tariff statute. Check the Registro Nacional arancel before you budget.
Two company forms, no minimum capital, no nationality bar — and a set of annual charges that quietly dissolve the companies whose owners stop paying attention.
Starting a company in Costa Rica is quick, cheap by regional standards and open to foreigners without restriction. The decisions that matter come early. Which of the two forms you use, how much capital you declare, and who can act for you while you are abroad. The annual bill is small, but ignoring it has a legal consequence.
Starting a company in Costa Rica: the two forms
Company law sits in the Código de Comercio, Ley 3284. Two forms cover almost every case: the sociedad anónima, the S.A., and the sociedad de responsabilidad limitada, the S.R.L. In both, owners are liable only for what they contribute.
Neither has a minimum capital. Founders set the figure themselves. There is a practical catch, though. The capital you declare drives the registry charges and the annual education and culture stamp, so a high nominal figure costs money for no benefit.
Colon amounts here use the Banco Central reference rate for 22 September 2026, ¢450 (about US$1) to the dollar.
Where the two forms differ
An S.A. divides capital into shares, under Article 102, and those shares transfer freely. It needs a board of at least three people under Articles 181 onward: president, secretary and treasurer. It also needs a supervisory officer, the fiscal.
An S.R.L. divides capital into quotas, under Article 78. Quotas can never be transferred by endorsement, and moving one requires the other quotaholders’ consent. The company is run by one or more gerentes, or managers, with no board and no fiscal.
Article 104 asks an S.A. for at least two shareholders at the deed stage, each subscribing at least one share. Of shares paid for in cash, 25% of the value must be paid in at incorporation. Of shares paid in kind, the full value must be delivered then.
After incorporation one person may hold every share without affecting the company. So the two-founder rule is a formality at the deed, not a lasting constraint. In practice the S.R.L. suits property holding and closely held ventures, the S.A. larger operations and outside investors.
Can a foreigner own all of it?
Yes. There is no nationality restriction on holding shares or quotas, or on serving as a director or manager. The obstacles are documentary rather than legal.
Foreign shareholders and officers need a Costa Rican tax identification. Anyone without a cédula or DIMEX obtains a NITE, a special tax number issued against a passport. Sectoral rules sit outside company law, for example in maritime zone concessions and broadcasting.
Owning a company is not a work permit. A foreign owner who personally works in the business in Costa Rica still needs immigration authorisation for that activity, and the legal representative role does not supply it.
One 2026 change matters for absent owners. Ley 10840, published on 6 March 2026 and in force that day, reformed Articles 98 and 146 of the Código de Comercio. It abolished the carta poder for representation at shareholders’ meetings. Representation now requires a notarised power: generalísimo, general or special. A narrow exception covers small firms and farmers registered with MEIC or MAG, and powers granted earlier remain valid.
The notary and the road to a cédula jurídica
Incorporation is by public deed before a Costa Rican notary, and a foreign notary cannot do it. Under the Código Notarial the profession is limited to lawyers of at least two years’ standing in the Colegio de Abogados, with fixed residence and an office here.
The sequence is short. Agree the structure with the notary, execute the deed, then pay the registry fees and stamps. Registration at the Registro de Personas Jurídicas produces the cédula jurídica, the company identity number. Register the official email address, then register as a taxpayer through TRIBU-CR.
Two filings follow: the beneficial ownership register, and Caja registration as an employer if you hire. The bank account comes last and takes longest, with close scrutiny of foreign beneficial owners.
Practitioners quote one to three weeks to a registered company with complete papers, or five to 15 business days for the deed and registration stage. Allow a few more weeks for the bank.
What it costs to set up
Ranges reported by Costa Rican practitioners in 2026 run as follows. Notary and legal fees of ¢150,000 (about US$333) to ¢400,000 (about US$889). Registry stamps and rights of ¢30,000 (about US$67) to ¢80,000 (about US$178). For an S.A., publication in La Gaceta at ¢15,000 (about US$33) to ¢40,000 (about US$89).
That puts a typical total at ¢225,000 (about US$500) to ¢510,000 (about US$1,135) and upward. One firm describes the registry charge as roughly 0.5% of declared capital plus fixed stamps. That formula comes from a law firm’s page rather than the tariff statute, so treat it as indicative.
What it costs every year
Three obligations follow every company, trading or not. The legal entity tax under Ley 9428 is a percentage of the salario base, which for 2026 is ¢462,200 (about US$1,027) and has not moved since 2021.
An inactive company pays 15%, or ¢69,330 (about US$154). An active company with gross income under 120 salarios base pays 25%, or ¢115,550 (about US$257). The middle band pays 30%, ¢138,660 (about US$308), and the top band 50%, ¢231,100 (about US$514). The deadline is 31 January.
Non-payment bites. Legal representatives become personally liable, the Registro marks the company’s documents defective from 1 February, and the debt becomes a lien over registered assets. After three consecutive years of non-payment the company is dissolved by operation of law.
The education and culture stamp under Ley 5923 is due by 31 March, from every company including inactive ones. It runs from ¢5,000 (about US$11) where net capital is up to ¢500,000 (about US$1,111), to ¢18,000 (about US$40) above ¢4,000,000 (about US$8,889).
The beneficial ownership register, known as the RTBF, is filed with the Banco Central by 30 April. Only the legal representative with a digital signature may file, or an attorney holding a registered general power. Special powers are now excluded. The sanction is 2% of gross income, with a minimum of ¢1,386,600 (about US$3,081).
Add an accountant, and a dormant holding company still costs roughly US$200 to US$500 a year before professional fees are counted.
Frequently Asked Questions
Which suits a foreigner better, an S.A. or an S.R.L.?
It depends on who else is involved. The S.R.L. is simpler, with quotas, one or more managers, no board and no fiscal, and quotas cannot move without the other holders’ consent. The S.A. suits outside investors, because shares transfer freely, but it needs a three-person board and a fiscal.
Can a foreigner own 100% of a Costa Rican company?
Yes. There is no nationality restriction on shareholders, quotaholders, directors or managers. You will need a Costa Rican tax identification, which is a NITE if you hold no cédula or DIMEX.
Does owning a company let me work in Costa Rica?
No. Neither share ownership nor the legal representative role is a work permit. A foreigner who personally performs the work here needs immigration authorisation for that activity.
What does a dormant company cost each year?
Budget roughly US$200 to US$500 before professional fees. That covers the legal entity tax of ¢69,330 (about US$154), the education and culture stamp from ¢5,000 (about US$11), and the annual beneficial ownership filing.
Connected Coverage
- Costa Rica Property Guide for Foreigners
- Costa Rica Taxes for Expats: A Guide
- How to Open a Bank Account in Costa Rica as a Foreigner
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