Introduction
Costa Rica is one of Latin America’s most business-friendly jurisdictions for foreign entrepreneurs. Its political stability, territorial tax system, and skilled workforce make it a prime destination for startups, service businesses, and international investors.
However, forming a company in Costa Rica requires understanding legal structures, registration processes, compliance requirements, and banking regulations.
This step-by-step guide covers everything a foreign entrepreneur needs to successfully establish a Costa Rica company, linking to detailed cluster blogs and the pillar post for deeper insights.
➡️ See our post: Costa Rica Company Formation – The Definitive Guide for Foreign Entrepreneurs and Investors for the complete overview.
Step 1: Choose the Right Company Type
Selecting the correct company type is critical for legal compliance, tax efficiency, and operational flexibility.
1.1 Sociedad de Responsabilidad Limitada (SRL)
- Equivalent to a Limited Liability Company (LLC)
- Best suited for small and medium businesses
- Limited liability protection for shareholders
- Flexible management; typically one manager and 1–50 members
1.2 Sociedad Anónima (SA)
- Suitable for investors, holding companies, or businesses with multiple shareholders
- Shares can be transferred and sold easily
- Formal governance structure with a board of directors
- Ideal for corporate or multi-investor ventures
1.3 Branch of a Foreign Company
- Allows a foreign company to operate in Costa Rica without creating a separate legal entity
- Parent company assumes liability
- Useful for short-term projects or regional operations
1.4 Free Trade Zone (FTZ) Company
- Eligible for tax exemptions and customs benefits
- Best for export-oriented businesses and manufacturers
- Requires government approval and investment thresholds
Step 2: Reserve Your Company Name
Before registering your company, you must reserve a unique business name with the Registro Nacional.
Tips for name reservation:
- Avoid generic or duplicate names
- Include “SRL” or “SA” to indicate company type
- Check for trademarks to prevent legal conflicts
Name reservation is typically valid for 30 days, allowing time to prepare incorporation documents.
Step 3: Prepare Incorporation Documents
Key documents required for Costa Rica company registration include:
- Articles of Incorporation / Company Deed
- Legal representative appointment
- Shareholder registry and ownership structure
- Company bylaws outlining governance and management
- Notarized and translated copies if original documents are in a foreign language
Tip: Professional incorporation services, like Bris Group, simplify document preparation and ensure compliance.
Step 4: Register with the Registro Nacional
Once documents are ready:
- Submit the Articles of Incorporation and bylaws
- Obtain a legal registration number
- Pay associated registration fees
- Receive the company deed (escritura pública) and official company number
This step legally establishes your Costa Rica company and enables further registration with tax and banking authorities.
Step 5: Obtain Tax Identification (RUT / NITE)
All Costa Rica companies must register with the Hacienda (Tax Authority):
- Apply for a RUT / NITE number
- Register for VAT (IVA) if annual revenue exceeds thresholds
- Identify applicable corporate tax rates for domestic income
Tip: Keep detailed records to separate foreign-sourced income, which is generally tax-exempt under Costa Rica’s territorial system.
Step 6: Appoint Directors and Shareholders
- SRL requires at least one manager; SA requires a board of directors
- Foreigners can serve as directors without residency restrictions
- Maintain an updated shareholder registry for compliance
Professional advice ensures your governance structure meets local requirements while protecting shareholder rights.
Step 7: Open a Corporate Bank Account
Opening a bank account in Costa Rica can be complex due to AML/KYC regulations:
- Banks require notarized corporate and personal documents
- Business plan showing expected income and expenses
- Physical presence may be required for directors
- Foreign currency accounts are available for international transactions
Step 8: Fulfill Compliance Requirements
Costa Rica companies must comply with:
- Monthly VAT (IVA) reporting
- Annual corporate tax filings
- Maintaining accounting records for 5+ years
- Updating shareholder or director changes with Registro Nacional
Non-compliance may result in fines, penalties, or suspension of operations.
Step 9: Leverage Free Trade Zone (FTZ) Incentives
For export-oriented businesses:
- FTZ companies enjoy corporate tax exemptions and VAT benefits
- Certain labor tax reductions are available
- Approval requires investment thresholds and government registration
FTZ benefits can significantly reduce operational costs and improve international competitiveness.
Step 10: Consider Residency and Visa Options
While foreign investors do not need to reside in Costa Rica to form a company, certain visas may facilitate:
- Long-term management and oversight
- Hiring foreign employees
- Conducting on-site operations
Common options:
- Investor visa
- Rentista visa for self-funded entrepreneurs
- Digital nomad and remote work permits
Step 11: Understand Costs and Timelines
- Incorporation fees: ~$1,900–$2,900 (depends on company type and professional services)
- Bank account setup: Variable, may require minimum deposits
- FTZ registration: Additional government fees for export-oriented businesses
- Timeline: Typically 4–8 weeks from start to full operational setup
Professional services like Bris Group can reduce delays and ensure smooth processing.
Step 12: Interlink with Cluster Blogs for Deeper Insights
- Company types: Cluster Blog #3
- Taxation and compliance: Cluster Blog #4
- Banking requirements: Cluster Blog #5
- Business suitability: Cluster Blog #6
- Costa Rica vs other jurisdictions: Cluster Blog #7
Interlinking ensures your business has comprehensive guidance from setup to operations.
13. Bris Group Services for Company Formation
Bris Group provides full-service Costa Rica company formation support:
- Jurisdiction selection and company type advice
- Incorporation and registration
- Corporate banking assistance
- Tax compliance and accounting guidance
- Ongoing corporate management
Conclusion
Forming a company in Costa Rica as a foreign entrepreneur offers stability, tax efficiency, and access to international markets. By following the step-by-step guide:
- Choose the right company type
- Register legally and obtain tax ID
- Open a corporate bank account
- Comply with ongoing reporting obligations
…foreign investors can confidently establish and grow their business in Costa Rica.
Costa Rica’s combination of territorial taxation, skilled workforce, and Free Trade Zone benefits makes it one of the most attractive jurisdictions for entrepreneurs, investors, and digital nomads alike.
Learn more about Starting Offshore Company in Costa Rica and other American Courtiers for Company registration :