Company formation in Costa Rica

At a glance

Entity

Sociedad de Responsabilidad Limitada (SRL) — the LLC-equivalent limited liability company most foreign founders use; the Sociedad Anónima (S.A.) is the alternative.

Corporate tax

30% headline on net income for companies with annual gross income above ~₡119.2M (~US$235k); reduced graduated rates of 5/10/15/20% apply to smaller companies. Territorial system — only Costa Rica-source income is taxed. Brackets set by Decree 45333-H, effective 1 Jan 2026.

Incorporation time

~5-7 business days for the Registro Nacional filing once the deed is submitted; allow several more weeks for the tax ID and a corporate bank account.

Minimum capital

Nominal — no meaningful minimum. SRL capital is stated in multiples of ₡100 and fully subscribed at incorporation; founders typically declare a small figure.

Resident director

Not required. An SRL is run by one or more managers (gerentes) who may be foreign non-residents. But a resident agent (agente residente) — a licensed Costa Rican attorney — must be appointed if no manager is domiciled in Costa Rica.

Audit

No general statutory audit requirement for private SRL/S.A. companies; audits apply only to regulated sectors (e.g. financial entities) or where otherwise required.

Remote set-up

Yes. A foreign founder grants a special power of attorney (poder especial) — notarised, apostilled and translated into Spanish — to a Costa Rican attorney, who executes the incorporation deed before a local notary. No travel required; UBO must be filed in the RTBF registry.

Government fee

Registration stamps and duties (derechos de registro + timbres) are modest — roughly ₡30,000-50,000 (~US$60-100); the bulk of setup cost is notary/legal fees, not the government fee.

Best for

For founders who want a low-cost, territorially-taxed holding or operating vehicle in Latin America with full foreign ownership. This is not a zero-tax shell. Local income is taxed, and the annual filings are real.

The process

1. Assign the company name (Law 10729 permits a system-generated numeric name plus cédula jurídica) and, if incorporating remotely, grant a power of attorney to a Costa Rican attorney.
2. A Costa Rican notary drafts and protocolises the incorporation deed (escritura), executed by at least two quota-holders for an SRL.
3. File the deed with the Registro Nacional (mercantile section) and pay the registration stamps/duties; the company is issued its cédula jurídica.
4. Register with the Ministerio de Hacienda for a tax ID, file beneficial-ownership data in the RTBF registry, and open a corporate bank account.