Starting a Company in Costa Rica: S.A. or S.R.L. for Foreigners

Guides · Costa Rica

Two company forms, no minimum capital, no nationality bar. Then a set of annual charges that 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.

They are the form you choose, the capital you declare, and who may 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, in force since 1964. Two forms cover almost every case.

They are 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, so founders set the figure themselves. There is a practical catch, though.

The capital you declare drives the registry charges and the annual education stamp. A high nominal figure costs money for no benefit.

Colon amounts here use the Banco Central selling reference rate for 22 September 2026, a rate of 450 to the US dollar.

Where the two forms differ

An S.A. divides capital into shares, and those shares transfer freely. It needs a board of at least three, president, secretary and treasurer, plus a supervisory officer called the fiscal.

An S.R.L. divides capital into quotas, which cannot be transferred by endorsement. Selling one needs the other quotaholders’ agreement, and they have first refusal.

The S.R.L. is run by one or more gerentes, or managers, with no board and no fiscal. Both forms give their owners the same limited liability and the same tax treatment.

An S.A. needs at least two founders to sign the constitutive deed. They may be individuals or companies, and of any nationality.

In practice the S.R.L. suits property holding and closely held ventures. The S.A. suits larger operations and outside investors, because its shares move without the other owners’ agreement.

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, and the legal representative role does not supply one. A foreign owner who works in the business here still needs immigration authorisation.

One 2026 change matters for absent owners. Ley 10840, published on 6 March 2026, reformed Articles 98 and 146 of the Código de Comercio.

It abolished the carta poder, the simple signed letter, for meetings of both forms. Owners must now send an apoderado especial, general or generalísimo.

A power signed abroad needs an apostille, or consular legalisation, and an official translation. Cartas poder granted before publication stay valid for the acts they covered.

One narrow exception survives. Small firms registered with the MEIC economy ministry may authorise someone by a simple mandate for each meeting.

Small farmers registered with the MAG agriculture ministry may do the same.

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. In Costa Rica every notary is a lawyer, licensed separately for notarial work.

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. The deed and registration stage alone runs five to 15 business days.

Allow a few more weeks for the bank.

What it costs to set up

Costa Rican practitioners quote notary and legal fees of ¢150,000 (about US$333) to ¢400,000 (about US$889). Registry stamps and rights add ¢30,000 (about US$67) to ¢80,000 (about US$178).

That puts a typical total at ¢180,000 (about US$400) to ¢480,000 (about US$1,067). The declared capital moves the registry side of the bill, which is the argument for keeping it modest.

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, a judicial reference figure.

For 2026 that base is ¢462,200 (about US$1,027), unchanged 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, or the next working day if that is a weekend.

Non-payment bites. A company in arrears cannot obtain certifications from the Registro Nacional, or register any document there, and interest runs on the debt.

After three consecutive periods of non-payment the company is dissolved by operation of law. That rule sits in Ley 9428 itself.

The education and culture stamp under Ley 5923 is due by 31 March, from every company including inactive ones. It is ¢5,000 (about US$11) for net capital up to ¢500,000 (about US$1,111).

It rises 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 during April. Only the legal representative with a Costa Rican digital signature may file it.

Where that is impossible, the filer must hold a registered poder generalísimo, the widest Costa Rican power of attorney. A special power is not accepted.

The sanction is 2% of the previous year’s gross income. The floor is ¢1,386,600 (about US$3,081) and the ceiling ¢46,220,000 (about US$102,711).

The state charges on a dormant holding company therefore come to about US$165 to US$194 a year. An accountant or a lawyer to handle the filings costs more.

The books and the returns

Costa Rica moved its tax filings to TRIBU-CR, the Hacienda ministry platform, on 6 October 2025. Everything here is filed there.

A trading company keeps accounts, issues electronic invoices and files Formulario 102, the profits return. The fiscal year ends on 31 December and the return falls due two months and 15 days later.

Three part payments of that tax fall on the last working day of June, September and December. Companies with staff also file and pay Caja contributions every month.

A company with no Costa Rican income files the informative return for inactive entities instead, Formulario 272, by 30 April. It lists assets, debts and equity, and replaces the old D-195.

Company law adds its own housekeeping. Both forms must hold an ordinary meeting of owners within three months of the year end.

Their legal books must be kept in order, minutes included.

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