Costa Rica Company Types Explained – Choosing the Best Structure for Your Business
Introduction
Selecting the right company type in Costa Rica is a critical first step for foreign entrepreneurs and investors. The legal structure you choose affects taxation, liability, governance, banking, and operational flexibility.
Costa Rica offers several options, each suited to different business goals:
- Sociedad de Responsabilidad Limitada (SRL) – flexible and ideal for small to medium businesses
- Sociedad Anónima (SA) – formal corporate structure for investors and holding companies
- Branch of a Foreign Company – extension of an existing international company
- Free Trade Zone (FTZ) Company – for exporters and manufacturing businesses seeking tax incentives
This guide provides a comprehensive comparison of Costa Rica company types, helping you choose the most suitable structure for your business.
➡️See our post: Costa Rica Company Formation – The Definitive Guide for Foreign Entrepreneurs and Investors for full context.
1. Sociedad de Responsabilidad Limitada (SRL)
1.1 Overview
- Equivalent to a Limited Liability Company (LLC)
- Most common choice for startups, small businesses, and service providers
- Offers limited liability protection for shareholders
- Flexible management structure
1.2 Key Features
- Minimum one manager; maximum of 50 members
- No requirement for resident directors
- Capital contributions can be in cash, property, or services
- Profit distribution proportional to ownership
1.3 Benefits for Foreign Entrepreneurs
- Simple and quick to set up
- Low maintenance costs compared to an SA
- Flexible governance suitable for small teams or single-owner businesses
- Easily adapted to digital nomad and remote service models
1.4 Considerations
- Limited scalability for multiple investors or public offerings
- Not ideal for businesses planning international financing or venture capital
➡️ step-by-step setup, see Blog: How to Set Up a Company in Costa Rica.
2. Sociedad Anónima (SA)
2.1 Overview
- Equivalent to a corporation
- Best suited for investors, holding companies, or businesses with multiple shareholders
- Shares are transferable, making it suitable for investment and asset protection
2.2 Key Features
- Requires a board of directors (President, Treasurer, Secretary)
- Shareholders have limited liability
- Capital can be increased or reduced following formal procedures
- Suitable for raising capital or holding multiple subsidiaries
2.3 Benefits for Investors
- Provides a formal, reputable corporate structure
- Ideal for international investors and multi-shareholder ventures
- Easier to open corporate bank accounts for large-scale operations
- Can serve as a holding company for regional investments
2.4 Considerations
- Higher administrative and compliance costs than SRL
- Requires formal annual meetings and reporting
➡️For taxation and compliance details, see Blog: Taxation of Costa Rica Companies (Coming soon).
3. Branch of a Foreign Company
3.1 Overview
- An extension of an existing foreign company
- No new legal entity required
- Parent company assumes full liability
3.2 Benefits
- Simplifies operations for international businesses entering Costa Rica
- Ideal for temporary projects or regional branches
- Can leverage parent company’s resources and capital
3.3 Considerations
- Parent company bears liability for Costa Rica operations
- Not suitable for businesses seeking full local legal identity
- May face higher scrutiny from local banks for account opening
4. Free Trade Zone (FTZ) Company
4.1 Overview
- Designed for export-oriented businesses, manufacturing, and technology companies
- Provides significant tax exemptions and customs benefits
- Requires approval from Costa Rica’s ProComer or governing FTZ authority
4.2 Key Features
- Exempt from corporate income tax and VAT (IVA) on exports
- Payroll tax reductions may apply
- Government approval required, including investment thresholds
4.3 Benefits
- Substantially lowers operational costs for export businesses
- Provides legal and tax certainty for international trading
- Enhances competitiveness in global markets
4.4 Considerations
- Limited to approved export activities
- Must meet compliance and reporting obligations to maintain FTZ status
➡️For detailed FTZ incorporation steps, see Blog: How to Set Up a Company in Costa Rica.
5. Key Comparison Table: SRL, SA, Branch, FTZ
| Feature | SRL | SA | Branch | FTZ |
| Liability | Limited | Limited | Full (Parent liable) | Limited |
| Shareholders | 1–50 | Multiple | Parent company | Multiple |
| Governance | Flexible | Formal board | Dependent on parent | Formal board |
| Tax Benefits | Standard | Standard | Standard | Corporate tax & VAT exemptions |
| Best For | Small business, service providers | Investors, holding, multi-shareholder | Foreign companies, temporary projects | Exporters, manufacturers |
| Compliance | Simple | Formal | Moderate | Strict FTZ reporting |
6. Factors to Consider When Choosing a Company Type
6.1 Business Model
- Service, consulting, digital business → SRL
- Holding company, investor structure → SA
- Regional expansion → Branch
- Export/manufacturing → FTZ
6.2 Tax Implications
- SRL and SA: Territorial taxation applies to foreign-sourced income
- FTZ: Significant tax exemptions
- Branch: Parent company responsible for global taxation
6.3 Governance and Scalability
- SRL: Flexible for small teams
- SA: Formal structure ideal for investors
- Branch: Limited autonomy
- FTZ: Requires strict reporting compliance
6.4 Banking Requirements
- Banks may prefer SA or FTZ for large operations
- SRL suitable for small businesses
- Branch accounts require strong parent company documentation
7. How Bris Group Supports Company Type Selection
Bris Group assists clients in:
- Selecting the optimal company structure based on goals and operational model
- Providing legal and compliance guidance
- Preparing all incorporation and registration documentation
- Opening corporate bank accounts efficiently
- Planning for tax optimization and FTZ eligibility
Links:
Conclusion
Choosing the right Costa Rica company type is foundational for long-term business success.
- SRL: Flexible and cost-effective for small businesses
- SA: Ideal for investors and multi-shareholder ventures
- Branch: Efficient for international expansion
- FTZ: Tax-optimized structure for exporters
By carefully assessing business model, taxation, governance, and banking needs, foreign entrepreneurs can select the best structure for Costa Rica company formation.
If you wish to register a company in Costa Rica our team will be happy to help you there and provide you with more detailed information, please contact us
- Costa Rica – FAQ
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- Costa Rica Company Formation: The Definitive Guide for Foreign Entrepreneurs and Investors
- Why Open a Company in Costa Rica? Key Benefits for Foreign Entrepreneurs
- How to Set Up a Company in Costa Rica: Step-by-Step Guide for Foreigners