Area of law

Corporate Law

AG Legal offers comprehensive corporate law services in Costa Rica, including company formation, mergers and acquisitions, contract drafting, and regulatory compliance, ensuring seamless business operations for international clients.

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Corporate law experts in Costa Rica for foreign businesses

Corporate Law in Costa Rica for Foreign Investors and Companies

AG Legal provides comprehensive corporate law services in Costa Rica, assisting foreign investors, international companies, and entrepreneurs in structuring, operating, and expanding their businesses under Costa Rican law. Our team works with clients from the United States, Canada, Europe, and Latin America on everything from initial company formation to complex cross-border transactions.

Quick overview: Costa Rica allows 100% foreign ownership of corporations and limited liability companies, making it one of the most accessible jurisdictions in Latin America for international investment. However, local corporate, tax, and transparency obligations must be carefully managed from day one. AG Legal guides clients through every stage — from incorporation to ongoing compliance and corporate transactions.
Author: Gonzalo Gutiérrez · Managing Partner & Founder | Updated: June 2026
On this page
  1. Corporate legal services for foreign investors
  2. Starting and operating a company in Costa Rica
  3. Corporate transactions, M&A, and commercial operations
  4. Why choose AG Legal?
  5. Frequently asked questions
  6. Recommended reading

Corporate Legal Services for Foreign Investors

Our corporate attorneys advise clients from the United States, Europe, Canada, and other jurisdictions on all legal aspects of doing business in Costa Rica. From company formation to complex corporate transactions, we provide clear, strategic, and business-oriented legal guidance.

Our corporate law services include:

  • Company formation and business setup (How to Start a Company in Costa Rica).
  • Corporate governance and shareholder agreements.
  • Commercial contracts and ongoing legal compliance.
  • Corporate restructuring and M&A transactions.
  • Ongoing legal advisory for foreign-owned Costa Rican entities.

Starting and Operating a Company in Costa Rica

Costa Rica allows 100% foreign ownership of companies, making it one of the most open markets in Central America for international investment. However, local compliance obligations must be carefully managed on an ongoing basis.

AG Legal assists clients in selecting the appropriate legal structure — typically a Sociedad Anónima (S.A.) or a Sociedad de Responsabilidad Limitada (S.R.L.) — and handles notarial incorporation, Public Registry filings, tax registration with the Ministry of Finance, and ongoing corporate maintenance.

We also advise on mandatory transparency requirements, including the Ultimate Beneficial Owner (UBO) Declaration, which applies to most corporate entities with local or foreign shareholders.

Important: Inactive companies in Costa Rica still carry tax and registry obligations. If your entity is not currently operating, see our guide on inactive companies in Costa Rica to avoid penalties and potential dissolution.

Corporate Transactions, M&A, and Commercial Operations

Our corporate law practice supports both local and cross-border transactions involving Costa Rican companies. We assist with due diligence, contract negotiation, and transaction execution to ensure legal certainty and risk mitigation.

Our transactional services include:

  • Share and asset purchase agreements.
  • Joint ventures and strategic alliances.
  • Corporate restructuring and reorganizations.
  • Legal due diligence for acquisitions and investments.

For companies already operating in Costa Rica, we also provide legal guidance on essential operational matters, including opening a corporate bank account in Costa Rica and ongoing commercial compliance.

AG Legal is trusted by international investors, business owners, and foreign law firms seeking reliable corporate legal representation in Costa Rica.

  • Bilingual legal team experienced in cross-border matters.
  • Deep knowledge of Costa Rican corporate and commercial law.
  • Business-oriented approach focused on risk prevention.
  • Clear communication and practical legal solutions.
  • Over 25 years advising local and international clients from San José.

Frequently Asked Questions About Corporate Law in Costa Rica

Can a foreigner own a company in Costa Rica?
Yes. Costa Rican law allows 100% foreign ownership of corporations (S.A.) and limited liability companies (S.R.L.). Foreign owners must comply with local corporate, tax, and transparency regulations, which AG Legal manages on their behalf.
What is the best company structure for foreign investors in Costa Rica?
The most common structures are the S.A. (Sociedad Anónima) and the S.R.L. (Sociedad de Responsabilidad Limitada). The right choice depends on ownership structure, operational needs, and long-term goals. Our attorneys provide tailored recommendations for each client.
Do I need to be in Costa Rica to incorporate a company?
No. Through a Power of Attorney (POA), AG Legal can complete the entire incorporation process and manage ongoing corporate obligations without your physical presence in Costa Rica.
What are the ongoing obligations for a company in Costa Rica?
Every registered company must maintain its corporate books up to date, file tax returns with the Ministry of Finance, comply with the Ultimate Beneficial Owner (UBO) Declaration, and pay the annual corporate tax. Non-compliance can result in fines and registry restrictions.
What is the Ultimate Beneficial Owner (UBO) Declaration?
It is a transparency obligation requiring legal entities to disclose their ultimate beneficial owners to the Central Bank of Costa Rica. Failure to comply may result in financial penalties and can affect the company’s ability to operate normally.

Need Corporate Legal Services in Costa Rica?

If you are planning to invest, start a business, or expand operations in Costa Rica, AG Legal is your strategic partner for corporate legal services.

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Editorial note: This page provides general information about corporate law in Costa Rica and does not constitute legal advice for any specific case. For a personalized consultation, contact us directly.

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PRACTICE AREAS

Expert international legal services with over 25 years of experience.

Specializing in business law, investment guidance, and comprehensive legal solutions for clients worldwide.

Legal representation for a wide range of practice areas: Dedicated to providing effective solutions.

$6 billion +

Representing clients in matters exceeding

3,705 +

Cases

52 +

Countries Clients

729

Corporate Clients

FAQS

How can I set up a company in Costa Rica as a foreign investor?

To open a company in Costa Rica, foreign investors must choose a legal entity (commonly S.A. or SRL), register the company with the National Registry, obtain a tax number, and comply with employment and municipal regulations. Legal counsel ensures every step is handled correctly to prevent delays or compliance issues. The process is straightforward but requires precise documentation and knowledge of local legal requirements

What corporate law services do US companies need when operating in Costa Rica?

Foreign companies in Costa Rica often need legal support for company formation, corporate governance, mergers and acquisitions (M&A), contract review, regulatory compliance, employment law, and dispute resolution. Advising on cross-border transactions and adapting to local statutes helps streamline business operations and protect company interests

What is due diligence in M&A transactions in Costa Rica, and why is it essential?

Due diligence in Costa Rican M&A means thoroughly evaluating a company’s financial, legal, and operational status before an acquisition or merger. It involves reviewing contracts, liabilities, employment matters, pending litigation, and regulatory compliance to uncover risks or hidden costs. Proper legal due diligence ensures transparency and reduces the risk of future disputes

How can a business stay compliant with Costa Rican corporate law?

Staying compliant means maintaining updated corporate records, regularly filing with the National Registry, adhering to labor, tax, and social security obligations, and auditing contracts for legal changes.

Why should foreign companies choose a specialized corporate law firm in Costa Rica?

A Costa Rica-based corporate law firm brings expertise in local statutes, bilingual support, experience with international business standards, and proven strategies for cross-border transactions or disputes. This local expertise safeguards investments, boosts efficiency, and reduces legal risks for new businesses establishing or growing operations in Costa Rica