Costa Rica Corporation
Formation of Costa Rica Corporation (S.A.)
All Costa Rican corporations must end with the suffix S.A., Sociedad Anónima, Ltda, Limitada, SRL, or Sociedad de Responsabilidad Limitada. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. The names must be in Latin alphabet. The Registrar requires a Spanish translation.
A minimum of two shareholders are required which may be individuals or bodies corporate. The original shareholders are a matter of public record, but subsequent shareholders are a private matter. The responsibility of shareholders is limited to company assets.
The standard authorized share capital is Colones 10,000 divided in to 100 common voting shares of Colones 100 each. The capital may be expressed in any convertible currency. The minimum issued capital is one share at par value. Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. Bearer shares are not permitted.
S.A. has a Board of Directors with a minimum of 3 members (President, Secretary and Treasurer) and Comptroller. Ltda has only a General Manager and Comptroller. In both cases the officers may or may not have Costa Rican citizenship, and details of the Board Members or the General Manager are part of the public record. Corporate Directors are not permitted in Costa Rica.
Registered Office And Local Agent
Costa Rican corporations must maintain registered office and registered agent within Costa Rica. Registered agent may be corporate body or individual resident in Costa Rica.
The directors and the shareholders meetings need not be held in Costa Rica also there is no requirement for an Annual General Meeting. All meetings may be held outside Costa Rica, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Usually up to 20 working days, but we need up to 12 working days for legalization of the documents and delivery by courier.
No corporation tax is levied on non-Costa Rican sourced income.
Audit And Financial Returns
Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.