The business environment in Costa Rica is very friendly and welcoming of foreign direct investment (FDI). Unlike other jurisdictions, there is actually very little difference between the corporate compliance requirements between national and foreign companies. Learn more about Corporate Compliance Requirements in Costa Rica.
There are many other advantages to conducting business in Costa Rica. Firstly, competency in English is well above the average level spoken in the rest of Latin America. Furthermore, Costa Rica is in the same time zone as the majority of the United States, which facilitates business relations between the two regions and also boasts a very high level of education among its citizens.
Finally, the company formation process in Costa Rica is a relatively easy process. This has been helped for the most part by the decision to, for the most part, digitalize the institutional procedures required to form a company. It means that most of the constitutional processes can be done via a number of online platforms.
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Mandatory Entity Compliance – Requirements in Costa Rica
There are a number of legal structures which all accommodate the different needs and corporate objectives of a company. Among the most popular is the Sociedad Anónima (SA) (Stock Corporation) or the Sociedad de Responsabilidad Limitada (SRL) (Limited Liability Company). In these companies, the major difference is in the format of administration and the person/people who carry out this role. These are respectively a management board or a general manager.
In order to begin the registration of a new company, the sole requirement is that there are two partners and the name of the company is available to avoid copyright issues. There are no requirements regarding minimum capital or even on the currency used.
Appointment of a Legal Representative
The legal representation of your company will depend on the legal structure that you choose. With regards to an SA, the most important points to remember are that:
- Generally, it is the president who holds the power of the corporation.
- You must name a management board whose members can, but do not have to be, legal representatives of the company.
- As a minimum requirement, the management board must have a President, a Secretary, and a Treasurer. Other roles may be added as and when necessary.
- Additionally, you must name a person who will be responsible for supervising the fiscal proceedings of the managing board.
- All of the members of the board can be foreign and can reside in or outside of Costa Rica.
- If none of the legal representatives resides in Costa Rica, you must choose a resident agent who does live in Costa Rica. This is a lawyer, whose only function will be to receive and act upon legal developments.
Appointment of a Resident Agent
When the legal representative has no domicile in Costa Rica (i.e. is a non-resident legal representative), then it is mandatory to appoint a Resident Agent, whose function will be to receive legal communications on behalf of the corporation. This appointee must be a certified Costa Rican lawyer.
Registered Fiscal Address
All companies, regardless of their structure, must have a fiscal address in Costa Rica. You must present a fiscal address to the Treasury which is:
- Able to receive notifications and messages from the CCSS (Costa Rican Social Security).
- Where you are registered as an employer.
- A real address (given they may send officials to check up on your working conditions).
Entity Administration
The administration is arguably the biggest benefit of establishing an SRL over an SA. The SA requires a management board, although there are cases where the legal powers granted to the representative can be sufficiently broad that you do not need a full board. Furthermore, you may need the support and agreement from the partners to act in certain situations.
With regards to an SRL, only one manager (unless you choose to have more) leads the administration meaning that there is no need to have a full administrative board. Even so, if it is agreed as part of the shareholder’s terms and conditions, then you will require one.
Management Board: Shareholders Meetings
With regards to the requirements for the shareholder meeting, the law states that you must meet once a year, amongst a few others. This being said, when constituting your company, you are able to stipulate in more detail all the requirements and concessions that your company will have. This can include, for example, allowing a foreign member of the board to lead the meeting.
On the other hand, the meetings of the management board will be summoned by and be led by the President as established in the constituting documents.
Entity Accounting and Legal Records
Every company must keep an up-to-date record of all legal books in which they note the bylaws and the share divisions of their partners. These books must be kept private but can be made available should any shareholder or public judge wish to see them.
Likewise, the company must maintain all accounting records with all transactions. There is no obligation to present these accounting records alongside your annual tax declarations; they will only be requested in the event of an inspection. For this reason, you need to keep a copy of all your transactions for the last 10 years.
Company Fiscal / Taxation Obligations
With regard to your tax requirements, all persons in Costa Rica who carry out commercial activities must pay the following taxes:
- Tax on Legal Entities: This is an annual tax levied on all types of societies. You make the first payment when you start the company and then at the start of every calendar year.
- Income Tax: This is the tax on all earnings that the company registers. It ranges from 10-30% according to the income bracket that the company falls into. You declare and pay this tax annually.
- Sales Tax: This tax only applies to the sale of goods and not services. You pay this tax monthly and it must be applied by the vendor on every transaction.
According to the type of activity that your company engages in, there may be other types of taxes that your company must pay. An example is the ‘Hotel Tax’ applied to companies in the hospitality sector. Equally, there are some financial benefits that can be enjoyed depending on the activity and size of the firm.
Free Trade Zone Regime Compliance (if needed)
The Free Trade Zone Regime (FTZR) is defined in Costa Rica as a set of incentives and benefits granted by the country to companies making new investments and complying with local requirements and obligations. This regime is governed by the Free Zone Regime Law, Number 7210, and its regulations.
Ultimate Beneficial Owner (UBO) Filling
Since 2019 it has been mandatory to file a UBO Declaration which applies to all legal persons and legal structures domiciled in Costa Rica. This is known as the declaration of the Registry of Transparency and Beneficial Ownership (RTBF), which aims to comply with international standards and recommendations (OECD – FATF) related to transparency in tax and financial matters.
Other Entity Requirements
Once the company is registered with the Costa Rican National Register, you must do the following before you can begin your business operations:
- Register as a contributor with the Treasury.
- Register the company before the Board for Costa Rican Social Security.
- Register before the National Insurance Institute.
- Request municipal permits.
- Specific incursion permits.
Common FAQs for Entity Legal Compliance in Costa Rica
Based on our extensive experience these are the common questions and doubts of our clients when looking to operate within the country
The following are the most common statutory appointments for Costa Rican legal entities:
– An appointed Legal Representative who will be personally liable, both legally and financially for the good operation and standing of the company. This should be a local national or a foreigner with the right to live/work in the country.
– In the circumstance that the company legal representative is not domiciled in Costa Rica, a resident agent must be appointed to assume the role; this individual must be a Costa Rican lawyer domiciled in Costa Rica whose sole purpose is receiving legal and administrative notifications. As such, in the case that the client’s legal representative is not based in Costa Rica, we strongly recommend a complimentary service for which we can provide a limited power of attorney (POA). This will enable the Resident Agent through a POA to act on behalf of the Legal Representative to ensure the smooth functioning of the company. Based on experience, without such POA, there are often complications and problems in engaging with local authorities and carrying out the functions of the company.
Yes, a registered local Fiscal Address is required for all entities in Costa Rica for the receipt of legal correspondence and Governmental visits.
Biz Latin Hub can help you with Corporate Compliance Requirements in Costa Rica
With the support of a local partner with good knowledge of navigating the institutional systems, doing business in Costa Rica can lead you to commercial success. To begin your business adventure in Costa Rica, get in contact with our team here for personalized support.
The information provided here within should not be construed as formal guidance or advice. Please consult a professional for your specific situation. Information provided is for informative purposes only and may not capture all pertinent laws, standards, and best practices. The regulatory landscape is continually evolving; information mentioned may be outdated and/or could undergo changes. The interpretations presented are not official. Some sections are based on the interpretations or views of relevant authorities, but we cannot ensure that these perspectives will be supported in all professional settings.
