Costa Rica Company Formation

Why Choose Costa Rica for Company Formation?

Costa Rica offers a unique blend of advantages that make it an attractive offshore destination:

• Political and Economic Stability: A long-standing democracy with a stable economy provides a secure environment for your business.
• Favorable Tax Regime: While not a tax haven in the traditional sense, Costa Rica offers tax benefits for companies that conduct business primarily outside of the country.
• Strategic Location: Positioned in Central America, Costa Rica provides easy access to both North and South American markets.
• Strong Legal Framework: A well-developed legal system protects your business interests.
• Reputation: Costa Rica enjoys a positive international reputation, avoiding the negative connotations sometimes associated with traditional offshore havens.

Types of Companies for Non-Residents in Costa Rica

Several company structures are available for non-residents, the most common being:

• Sociedad Anónima (S.A.): Similar to a corporation, the S.A. is the most popular choice. It offers limited liability and is suitable for a wide range of business activities.
• Sociedad de Responsabilidad Limitada (S.R.L.): Similar to a Limited Liability Company (LLC), the S.R.L. offers limited liability with a more flexible management structure.

Advantages of Costa Rica Company Formation for Non-Residents:

• Asset Protection: A Costa Rican company can provide a layer of protection for your assets from potential liabilities in your home country.
• Business Expansion: Establish a presence in a growing market and expand your business operations internationally.
• Confidentiality: While Costa Rica is increasingly transparent, it still offers a degree of privacy compared to some jurisdictions.
• Simplified Banking: Opening a bank account in Costa Rica can be easier with a locally registered company.
• Tax Optimization: Potentially reduce your overall tax burden through strategic structuring (consult with a tax advisor).

Disadvantages of Costa Rica Company Formation for Non-Residents:

• Language Barrier: Spanish is the official language, so fluency or translation services are essential.
• Bureaucracy: Navigating the legal and administrative processes can be complex.
• Due Diligence Requirements: Costa Rica has strengthened its anti-money laundering regulations, requiring thorough due diligence.
• Reporting Requirements: Companies must comply with annual reporting requirements.
• Potential for Increased Scrutiny: As with any offshore structure, be prepared for potential scrutiny from tax authorities in your home country.

What is Required for Costa Rica Company Registration?

The requirements for Costa Rica company formation typically include:

• Company Name: Choose a unique name that is not already registered.
• Registered Agent: You must appoint a registered agent in Costa Rica.
• Shareholders and Directors: Provide details of the shareholders and directors of the company.
• Articles of Incorporation: Draft and file the Articles of Incorporation with the Public Registry.
• Capital: Specify the authorized capital of the company.
• Proof of Identity: Provide notarized copies of passports and other identification documents.
• Due Diligence Documentation:

Procedure for Costa Rica Company Formation:

The process of Costa Rica company formation generally involves these steps:

1. Consultation: Discuss your business objectives and requirements with a legal professional specializing in Costa Rican corporate law. This will help determine the most suitable company structure for your needs.
2. Name Reservation: Reserve your desired company name with the National Registry to ensure its availability.
3. Drafting Articles of Incorporation: Prepare the Articles of Incorporation (Estatutos), outlining the company’s purpose, capital structure, management, and other key details. This document must comply with Costa Rican law.
4. Notarization: Have the Articles of Incorporation notarized by a Costa Rican notary public.
5. Registration: File the notarized Articles of Incorporation with the National Registry (Registro Nacional).
6. Tax Registration: Register the company with the tax authorities (Dirección General de Tributación) to obtain a tax identification number (cédula jurídica).
7. Municipal License: Obtain a municipal license (patente municipal) from the local municipality where the company will operate.
8. Bank Account Opening: Open a corporate bank account in Costa Rica. This may require additional documentation and due diligence.

Timeframe for Costa Rica Company Formation:

The timeframe for completing the Costa Rica company formation process can vary depending on the complexity of the structure and the efficiency of the government agencies involved. Generally, it takes approximately 2-4 weeks to complete the registration process, from initial consultation to obtaining the necessary licenses and permits.

How We Can Help You with Our Professionals:

Navigating the legal and administrative complexities of Costa Rica company formation can be challenging, especially for non-residents. Our team of experienced professionals can provide comprehensive support throughout the entire process, including:

• Legal Advice: We offer expert legal advice on company structure, compliance, and tax implications.
• Company Formation Services: We handle all aspects of the company formation process, from name reservation to registration with the National Registry.
• Registered Agent Services: We act as your registered agent in Costa Rica, ensuring compliance with local regulations.
• Due Diligence Assistance: We assist with gathering and preparing the necessary due diligence documentation.
• Bank Account Opening Assistance: We guide you through the process of opening a corporate bank account in Costa Rica.
• Ongoing Compliance Support: We provide ongoing support to ensure your company remains compliant with Costa Rican law.
• Tax Planning: We can connect you with qualified tax advisors to help you optimize your tax strategy.

By partnering with us, you can streamline the Costa Rica company formation process, minimize risks, and ensure your business is set up for success. Contact us today to learn more about how we can help you achieve your business goals in Costa Rica. We are your trusted partner for Costa Rica company formation