Costa Rica SRL vs S.A.: which to pick, and why territorial tax still means up to 30%

Costa Rica is sold to foreign founders as a territorial-tax country, which is accurate, and heard as a no-tax country, which is not. A Costa Rican company pays up to 30% on local profit, owes an annual entity tax whether or not it trades, files a beneficial-ownership declaration every April and, inside an international group, can be taxed on foreign dividends too. Forming it is the easy part.

Here is the short version. An SRL or S.A. is registered at the Registro Nacional in about five to seven business days once the notarial deed is filed; the tax ID and bank account take several more weeks. Capital is nominal and government registration duties run roughly ₡30,000 to ₡50,000. Corporate income tax is 30% for companies with gross income above ₡119,174,000; smaller companies pay 5%, 10%, 15% and 20% on bands of net income under Decree 45333-H, in force from 1 January 2026. Only Costa Rican-source income is taxed, except foreign passive income earned by a group entity without local substance. The 2026 legal-entity tax runs from ₡69,330 for an inactive company to ₡231,100 for a large active one. No general audit applies, and formation is remote.

How to register a company in Costa Rica

1. Grant a power of attorney — notarised, apostilled and in Spanish — to a Costa Rican attorney.
2. Execute the incorporation deed before a Costa Rican notary: name, domicile, purpose, capital and management.
3. File with the Registro Nacional and pay duties and stamps. The company receives its cédula jurídica, the legal-entity ID.
4. Register with Hacienda, whose TRIBU-CR platform now handles filings and payments.
5. File the RTBF declaration of owners and beneficial owners with the Central Bank within 20 business days of registration.
6. Open a corporate bank account — the slowest step by far.

If no manager is domiciled in Costa Rica, the company must appoint a resident agent, a Costa Rican attorney — paid local representation for the life of the company.

SRL or S.A.

The SRL is the default for foreign founders. Capital is divided into quotas of ₡100 or multiples, the company is run by one or more managers who need not be members or residents, and there is no board. Quotas cannot pass to outsiders without the unanimous prior consent of the members unless the articles lower that to three-quarters of the capital — protection for a family company, friction if you expect investors.

The S.A. issues shares and needs a board of at least three members holding the posts of president, secretary and treasurer; a supervisory fiscal is optional unless shares are offered publicly. More paperwork buys a structure investors recognise. Choose the S.A. to raise capital or sell ownership in pieces; the SRL for everything else. Tax treatment is identical.

Territorial is not zero

Since Law 10381, published in October 2023, Costa Rican-source income means income generated exclusively within national territory. It was passed to get Costa Rica off the EU's non-cooperative list, and carries the exception that matters.

Foreign dividends, interest, royalties, capital gains and other investment income are taxed, generally at the 15% capital-income rate, when received by an entity that belongs to a multinational group and is not a qualified entity. A group needs only two related legal entities resident in different jurisdictions, so a Costa Rican company owned by your holding company abroad counts. Qualified status requires adequate economic substance: proportionate staff, strategic decisions and risk taken in Costa Rica, and the related costs. Pure holding companies and passive real-estate holders face a lighter, staffing-based test. Foreign tax can be credited, capped at the Costa Rican amount.

For a company owned by individuals with no related foreign company, the exception does not bite. For a Costa Rican entity dropped into an international structure to collect foreign passive income, it is the whole question — and bills to bring back the broader pre-2023 source rule keep resurfacing in the Legislative Assembly, though none has become law. Dividends paid to shareholders generally bear 15% withholding.

The costs nobody puts on the quote

The legal-entity tax is due every year regardless of activity: for 2026, due by 2 February, ₡69,330 for an inactive company and ₡115,550, ₡138,660 or ₡231,100 for active ones depending on gross income, calculated on a ₡462,200 base salary. Micro and small businesses registered with the Ministry of Economy are exempt. Three consecutive unpaid periods can end in dissolution.

The RTBF declaration is due every April through the Central Bank's Central Directo platform, signed with a Costa Rican digital signature — which a founder without residence ID cannot get, so an authorised representative files. Missing it costs 2% of the prior year's gross income, between three and one hundred base salaries, and the Registro Nacional stops registering documents for the company.

Banking is the real bottleneck

Registration takes a week; the account does not. Banks run full know-your-customer and source-of-funds reviews, and a new company with foreign owners and no local operations waits longest. Hacienda acknowledges the gap: foreigners without a Costa Rican account may authorise a third party to pay the entity tax. Costa Rica also reports account data under the CRS.

Who this is actually for

Founders who will live in Costa Rica or run a real business there, pairing residence with the company. Investor residency can rest on shares in a productive project, though the threshold since Law 9996's incentive window closed in July 2026 is unresolved; passive-income residency suits those holding assets personally under territorial personal taxation. Removal from the EU lists in February 2025 genuinely helps with banks.

It is a poor fit for a zero-tax shell or a foreign group's holding company with no local presence. For a pure territorial holding vehicle, compare Panama, which for now taxes only Panama-source profits but was still on the EU's non-cooperative blacklist at the February 2026 review, or Belize, whose foreign-income exemption depends on proving tax residence elsewhere.