Author: Gonzalo Gutiérrez

Costa Rica Gambling License: What’s Possible in 2025

Apr 17, 2025 | Commercial Law

Costa Rica Gambling License: What’s Possible in 2025 (Legal Guide for Offshore iGaming)

Quick take: Costa Rica does not issue a traditional online gambling license for offshore operators. Many groups operate from Costa Rica using a data-processing (call-center) model under Law 9050 while keeping all wagering activity and payments outside Costa Rica. This guide explains legality, tax & AML scope, banking, and a compliant step-by-step setup.

If you’re searching for a “Costa Rica gambling license” or an iGaming sportsbook license, you’ll quickly discover Costa Rica has no formal license for offshore online casinos or sportsbooks. Instead, operators use a linking/data-processing company in Costa Rica (Law 9050 context) and perform all betting—player onboarding, payment processing, RNG servers—abroad. Below we cover the legal framework, what you can and cannot do, tax residency considerations, banking tips, and how AG Legal structures compliant setups for international clients.

Table of Contents

Author: AG Legal (iGaming & Corporate Team) • Updated: Oct 16, 2025

Costa Rica’s law recognizes data-processing/call-center activities connected with gambling data (Law 9050 context). This is not a gambling license; it is an operational framework for back-office services. If your bets occur entirely outside Costa Rica, the local entity can provide support functions (customer service, risk monitoring, data processing) while the wagering, RNG/servers, merchant acquiring, and player contracts are in an offshore licensing jurisdiction.

Key point: A municipal “data processing” permit in Costa Rica is not a gambling license. It only covers support services rendered from CR.

What’s allowed vs. not allowed

Allowed (typical):
  • Customer support & risk/AML monitoring
  • Back-office data processing and trading rooms
  • B2B service contracts with the licensed operator abroad
Not allowed in CR:
  • Accepting wagers from customers in Costa Rica
  • Holding the iGaming license in a Costa Rican entity
  • Processing player payments locally as a gaming operator

“Linking” / data-processing company: how it works

The Costa Rican company contracts with your licensed operator abroad to provide support services. You’ll typically need:

  • Incorporation (S.R.L. or S.A.) and corporate books in order
  • Municipal permit for data-processing/call-center activities
  • Tax registration and routine filings (returns, legal entity tax)
  • UBO/RTBF (beneficial owner) annual filing

Tax & residency in plain English

Costa Rica generally taxes Costa Rican-sourced income. Properly structured iGaming groups keep player revenue offshore, while the Costa Rican entity earns a service fee from the foreign operator. Your effective burden depends on margins, staffing, transfer-pricing, and municipal obligations. We design fee models and compliance calendars that pass an audit sniff test.

AML boundaries (Law 8204) and risk controls

Law 8204 (AML/CFT) covers specified obligated entities (e.g., banks, casinos). A Costa Rican support company without local wagering is usually outside the casino obligations, but counterparties (banks, PSPs, card schemes) impose KYC & compliance anyway. We help align your SOPs (player KYC handled abroad, staff screening, incident logs, vendor oversight) so banking partners remain comfortable.

Banking & payments: realistic expectations

  • Language matters: Lead with data-processing/BPO wording; disclose iGaming context accurately when asked, with compliance packs ready.
  • Evidence: Provide foreign license, player-facing T&Cs, processor contracts, and a flow diagram showing that wagers & funds never touch Costa Rica.
  • Multi-rail approach: Banking for payroll/OPEX in CR + regulated PSP/EMI abroad for player funds.

Costa Rica vs. Malta, Curaçao, Isle of Man (at a glance)

Jurisdiction Local iGaming License? Typical Use Case Banking Outlook
Costa Rica No (Law 9050 covers support/BPO) Back-office/data processing; wagers offshore Good for OPEX; player funds abroad
Malta (MGA) Yes Regulated EU-facing operations Robust but stringent onboarding
Curaçao Yes (modernizing regime) Cost-effective licensing Improving; PSP-led
Isle of Man Yes High-reputation operators Strong; rigorous CDD

How to structure an offshore iGaming operation (step by step)

  1. Pick the licensing country: obtain your actual iGaming license abroad (e.g., Malta, Curaçao, Isle of Man).
  2. Incorporate in Costa Rica: S.R.L. or S.A. for support services. Draft BPO-style service agreements with the licensed operator.
  3. Permits & filings: municipal permit (data processing), tax registration, legal entity tax, RTBF/UBO filing.
  4. Banking: CR bank for OPEX/payroll; player funds with PSP/EMI in the licensing jurisdiction.
  5. Compliance pack: org chart, data-flows, SOPs for KYC/AML (performed under the license abroad), vendor due diligence, incident logs.

Frequently asked questions

Does Costa Rica issue an online gambling license?
No. You operate offshore under a foreign license and keep a support company in Costa Rica.
Can I accept Costa Rican players?
No. The Costa Rican company should not accept wagers locally; betting must happen abroad.
How are taxes handled?
Costa Rica taxes local-source income. Structure your Costa Rican entity to earn a service fee; player revenue stays offshore.
What about AML obligations?
Casino/financial AML rules apply to specific entities. A support company without local wagering typically sits outside that scope, but banks/PSPs still require strong compliance.

Talk to our iGaming lawyers in Costa Rica

We’ll map a compliant offshore-onshore structure, draft service contracts, secure municipal permits, and coordinate banking & compliance packs.

REQUEST A CONSULTATION

This article is informational and not legal or tax advice. Confirm current requirements with your attorney and local authorities.

Free Trade Zone Costa Rica: Understanding the Benefits & Insights

Mar 7, 2025 | Commercial Law

Free Trade Zone Costa Rica: A Comprehensive Guide for Investors

Costa Rica’s Free Trade Zone (FTZ) system offers a highly attractive investment environment for businesses, with tax exemptions, streamlined procedures, and global competitiveness. This guide answers the most important questions for those considering the FTZ regime in Costa Rica.

Click to display the information:

Understanding the Free Trade Zone Regime in Costa Rica

Costa Rica’s free trade zone regime is a government initiative designed to attract foreign investors by offering businesses tax exemptions and incentives to encourage economic growth. Managed by PROCOMER (Costa Rican Foreign Trade Promoter), this regime provides companies with tax advantages and investment incentives to promote competitiveness.

Applicable to industrial parks, service sectors, and manufacturing companies that meet compliance criteria.

Frequently Asked Questions about Free Trade Zone in Costa Rica

What are the main investment thresholds?

Investment requirements depend on your business sector. PROCOMER typically requests minimum fixed asset investments, number of employees, and annual revenue projections. Requirements vary depending on whether the company is located inside or outside the Greater Metropolitan Area (GMA).

Can I export services from the Free Trade Zone?

Yes. Services such as software development, consulting, call centers, and shared service centers (BPO) can operate within the FTZ and export their services globally, enjoying the same tax exemptions as product exporters.

Are there environmental compliance requirements?

Yes. Companies must comply with Costa Rica’s national environmental laws. This includes obtaining environmental permits (SETENA) depending on the type and size of the operation, particularly for industrial or manufacturing activities.

How long does it take to join the Free Trade Zone Regime?

The approval process through PROCOMER can take between 3 to 6 months, depending on the completeness of your application, investment documentation, and pre-approval steps with other government institutions.

Are there FTZ benefits for small or medium businesses?

Yes. SMEs that export a percentage of their services or goods can benefit from the Free Trade Zone regime, especially if located outside the GMA. The Costa Rican government provides additional incentives for rural and non-metropolitan zones.

Can I own the property where my FTZ company operates?

Yes. You can own or lease the real estate where your company operates. However, FTZ companies must be physically located in authorized industrial parks or designated Free Trade Zone areas approved by PROCOMER.

Inactive Companies Income Statement

Jan 16, 2025 | Commercial Law, Taxes

Inactive Companies Statement for Costa Rica — How to File Form D-101

Inactive Companies Statement for Costa Rica

The Inactive Companies Statement in Costa Rica is submitted using the Simplified Income Tax Return (Form D-101) through the Ministry of Finance’s Virtual Tax Administration (ATV). The simplified form was made available as of January 1, 2022 and covers the applicable fiscal periods designated by the Tax Authority.

Quick step-by-step (copy-paste checklist):

  1. Confirm registration code: verify your company is registered under activity code 960113 (inactive companies).
  2. Update legal data: ensure legal representative and tax address are current at the National Registry and RUT/ATV.
  3. Value assets: list and update market/value of assets (real estate, vehicles, shares, bank positions).
  4. Access ATV: log in to the ATV portal and choose Form D-101 (Simplified Income Tax Return).
  5. Complete & submit: fill the form, attach supporting figures and submit before the applicable deadline.

Professional accounting/legal assistance is recommended to ensure correct valuations and avoid penalties.

Inactive Companies Statement for Costa Rica — Detailed Step-by-Step

1. Who must file?

Companies that are legally constituted in Costa Rica and do not carry out income-generating economic activity — typically registered under activity code 960113 — must file the simplified return.

2. Legal basis (brief)

The obligation to declare is part of the broader tax reforms and rules introduced with the fiscal-strengthening reforms; the Tax Authority and Ministry of Finance issued guidance and the simplified form to collect information from inactive entities.

3. Preparatory checklist (what to gather before you file)

  • Legal representative’s full name, ID and email / contact info.
  • Registered tax address and confirmation it matches the National Registry records.
  • Complete list of assets (real estate, vehicles, shares, bank balances) and updated valuations as of the reporting date.
  • Basic accounting summary or balance sheet for the periods required (the simplified Form D-101 will request summary figures).
  • Access credentials for the ATV system (create or confirm your user if needed).

4. Filing procedure (step-by-step)

  1. Verify registration & status: confirm the company is registered under code 960113 or the proper RUT entry.
  2. Update records: if needed, update the legal representative and tax address in the National Registry and on ATV.
  3. Prepare valuation support: obtain market values, appraisal reports (if available) or accounting records that justify asset values.
  4. Log in to ATV: access https://www.hacienda.go.cr/ATV and select Form D-101 (Simplified Income Tax Return).
  5. Complete the D-101: enter the required summary data for the indicated fiscal periods, attach explanations or supporting docs as applicable.
  6. Submit and save confirmations: submit the return and download/keep XML or PDF confirmation and submission receipt.
  7. If applicable, follow up: if the Tax Authority requests additional information, respond promptly to avoid penalties.

5. Deadlines and special notes

The simplified D-101 form was made available for filing beginning January 1, 2022 and subsequent guidance or extensions have been published by the Ministry of Finance — check ATV or official releases before filing.

6. Distinction vs other returns

Filing the simplified D-101 does not automatically replace other fiscal obligations (e.g., municipal taxes, annual real estate declarations, or other informational forms such as D-195 when required). Check the specific resolution text and guidance to confirm which forms apply to your situation.

7. Recommended support

We recommend working with a Costa Rica-based accountant and/or tax lawyer for valuation methodology, correct coding (960113) and to confirm whether your entity needs only D-101 or also a D-195 for any given fiscal period.

Need assistance? Contact AG LEGAL for full support completing and submitting the Inactive Companies Statement (Form D-101) through ATV.


 

Starting a Business in Costa Rica: Tips and Steps

Nov 5, 2024 | Commercial Law, General

Company Formation · Costa Rica

How to Start a Business in Costa Rica – Complete Legal Guide (2025)

Starting a business in Costa Rica is a smart move for entrepreneurs targeting the U.S.–LatAm corridor. With political stability, strong rule of law and FTA access, Costa Rica is a prime destination for company registration, business licenses and nearshore operations. AG Legal has guided hundreds of foreign founders through incorporation, tax, social security and banking—end‑to‑end. Schedule a Consultation

Why Choose Costa Rica for Your Business?

  • Strategic location: access to North & South America; ideal for U.S. investors and nearshoring.
  • Political & legal stability: reliable courts and pro‑business regulatory environment.
  • Sustainability leadership: great fit for eco‑tourism, renewable energy, agtech.
  • Talent & FTAs: bilingual workforce; trade access to U.S., EU and Asia.

Business Structures: S.A. vs SRL (LTDA)

Sociedad Anónima (S.A.)

  • Corporation with limited shareholder liability.
  • Flexible for boards, investors and complex share structures.
  • Good for larger or growth‑oriented operations.

Sociedad de Responsabilidad Limitada (SRL / LTDA)

  • Limited liability company; simpler governance.
  • Common for SMEs and new entrants.
  • Ownership via quotas; straightforward compliance.

Foreign Investors & Immigration

Foreigners may own 100% of a Costa Rican company. Residency isn’t required to own, but is required if you will work in the company. AG Legal supports:
  • Residency / work authorization pathways for founders and executives.
  • Corporate governance, registered address and compliance.
Can I run the business from the U.S. while I set up?
Yes. Many clients start remotely and apply for residency once operations begin. We structure representation so your company can function from day one.

Municipal Business License (“Patente”)

  1. Submit: incorporation docs, corporate tax ID, zoning/health permits if applicable.
  2. Sector permits: e.g., restaurants (health & safety), construction (engineering boards), tourism (ICT).

Open a Corporate Bank Account

You will typically need: company formation documents, corporate tax ID and valid identification. Through partners (e.g., Banco de Costa Rica), we coordinate KYC/AML to expedite onboarding.

Taxes & Social Security (CCSS)

Companies pay corporate income tax (tiered by revenue) and must contribute to the Costa Rican Social Security Fund (CCSS). Our sister firm AG BPO Services manages accounting, payroll and filings for full compliance.

Opportunities & Challenges

Opportunities: tech & shared services, eco‑tourism, renewable energy, specialty agriculture, medical devices. Challenges: permitting timelines, documentation standards and higher operating costs relative to neighbors—mitigated by stability, talent and legal certainty.

Frequently Asked Questions

How long does company registration in Costa Rica take?
Most incorporations can be structured in a few business days once documentation is complete. Sector permits and municipal licenses can add time depending on activity and location.
Do I need to be in Costa Rica to incorporate?
No. With proper powers of attorney and notarizations, we can complete most steps remotely and schedule in‑country tasks when convenient.
Which is better: S.A. or SRL?
SRL (LTDA) is simpler for SMEs; S.A. offers more flexibility for boards/investors. We recommend based on ownership, governance and financing plans.

Start Your Business in Costa Rica with AG Legal

Whether launching a startup or a U.S. subsidiary, our team handles company formation, tax, CCSS, licensing and banking. Speak with our corporate experts today. info@aglegal.com

Costa Rica Real Estate

Aug 27, 2023 | Real Estate Law

Costa Rica Real Estate Legal path for homes for sale

Are you dreaming of a new life in a tropical paradise to invest in? Welcome to Costa Rica, a beautiful country with a lot to offer expat investors.

Imagine waking up to the sound of waves crashing on the shores of a beautiful beach or enjoying your morning coffee on your ocean-view balcony. Now, wake up! let’s talk about the legal considerations in reality.

Exploring Costa Rica’s Real Estate Options

This market is a tapestry of possibilities, offering real estate listings of homes for all tastes, from a warm house for your rest to a luxurious ocean view villa for a 5-star vacation, but “not all that glitters is gold”; you should seek advice from a recognized and solid firm as AG Legal, do not rely only on a Real Estate agency that could be composed of foreigners or Costa Ricans without a license, explore the featured properties for owning a dream home in Costa Rica, but take precautions to avoid turning your dream into a nightmare.

Real Estate Investment Prospects:

Tamarindo, Liberia, Jaco, Uvita, Dominical, Matapalo, Samara, Santa Teresa, Flamingo, Arenal, and Nosara.

The Costa Rican real estate market is booming, and prices are steadily increasing. However, there are still several affordable properties available, especially in rural areas. The most popular and expensive areas for expats include San José, the capital, and the beach towns of Guanacaste, Puntarenas, and Alajuela like Tamarindo, Liberia, Jaco, Matapalo, Uvita, Dominical, Manuel Antonio, Samara, Santa Teresa, Flamingo, Arenal, and Nosara.

Doing business in Costa Rica is very possible and open to US, Canadian and European citizens; very tolerable if you have a legal team dedicated to your needs and deadlines to complete your investment project or move to Costa Rica.

Steps to buy safely and correctly.

The first mistake you should not make is to be rushed; try not to let the real estate agents put too much pressure on you to close a sale; as a foreigner, they can see you as a sales commission. Understanding the legal landscape of property in Costa Rica is essential; there are many properties for sale and investment opportunities, with conditions that must be previously reviewed, such as the complexities of the land, construction, institutional permits, complete review of property taxes, title transfers, safe ways to transfer purchase money, neighborhood where it is located, construction plans, swimming pool permits and legality of the person signing the transfer.

Some of the real estate agents in Costa Rica are unaware of everything, and they generate work for us Lawyers later.

Learn about the process from a legal practice perspective:

  1. Request your visa to enter the country; if you are a US or Canadian citizen, you do not need a visa. if you are from another country, have a look at our publication in this regard CLICK HERE
  2. Meet with your lawyer to start collecting the requirements to apply for a residence in the country. there are several types, but if you are determined to buy a property, the residence that best fits your profile is the investor residence, the government of Costa Rica has implemented a new law with benefits to attract foreigners to the country, and the ideal is that while deciding to buy your property, you also collect the official documents required to upload the residency application.
  3. Visit the property with a legal team; the experience of attorneys goes beyond the normal vision of a person who is enthusiastic about a beautiful property; therefore, due diligence is started to verify that this property is optimal and not a fraud, in Costa Rica there are many good people, but there are also those who seek to take advantage of foreigners. Your lawyer will check if the property is subject to a lease. This may be a problem, depending on the legal term the tenant has left.
  4. Make a purchase option contract drawn up by your lawyer; this is a contract of commitment to sell the property in exchange, usually for an advance of money. This contract protects the purchase against impossibilities that arise along the way to the property purchase.
  5. If, in the said period, you need to leave Costa Rica, you can grant a power of attorney to your lawyer or anybody else to take care of the purchase process; likewise, it is recommended that the money destined for the purchase be managed by a “trust” or “escrow” and once everything has been reviewed and you have the approval of your legal representative, authorize your payment to the seller, so your money will be safe. AG Legal, due to its experience, has a “Trust” company registered with the Costa Rican Regulatory Authority for these procedures, a client facility.
  6. Once the property is purchased, your residency application will be completed, and you can begin your new life in Costa Rica with peace of mind.

Costa Rica Tax Implications:

There are taxes involved in purchasing real estate which you need to know about:

Property transfer tax: This is 1.5% of the value of the transaction.

Legal fees: These are usually between 1-2% of the property’s sale value.

Government Fees: They are mandatory for the effective registration as a new owner in the National Registry of Costa Rica, it provides legal security as an owner, and these are paid at the same time as the property transfer tax, normally.

Capital gains tax: This tax is equal to 15% of the gain on the sale of the property. The first time the property is sold, you can choose between paying 2.25% of the property’s value transaction or 15% on the gain. All subsequent sales will pay 15% of the gain. This tax does not apply if you sell your primary residence.

Taxes on rentals: 13% VAT applies to rentals for more than 1.5 monthly basic salary (approx. 680,000 colones). Applies to the total amount paid monthly.

Commercial rentals: 13% VAT applies to the entire rental amount, with no exceptions. Small and medium-sized companies can have a different VAT treatment if they are registered before the MEIC.

Property transfer tax: This is 1.5% of the value of the transaction or the value registered, whatever is the higher.

Legal fees: These are usually between 1-2% of the property’s sale value.

Never miss the tax of a luxury home!

The Costa Rican government has created a tax law on luxury homes; for the year 2023, the owners of properties with a value greater than one hundred and forty-eight million colones (¢148,000,000.00) will be obliged to make the payment of this solidarity tax, which is described below:

RATE STEP  TO APPLY

Up to ¢371,000,000.00 0.25%

On the excess of ¢371,000,000.00 and up to ¢744,000,000.00 0.30%

On the excess of ¢744,000,000.00 and up to ¢1,116,000,000.00 0.35%

On the excess of ¢1,116,000,000.00 and up to ¢1,490,000,000.00 0.40%

On the excess of ¢1,490,000,000.00 and up to ¢1,859,000,000.00 0.45%

On the excess of ¢1,859,000,000.00 and up to ¢2,333,000,000.00 0.50%

On the excess of ¢2,233,000,000.00 0.55%

Almost all dream homes in Costa Rica with pools and luxury structures, especially in the capital and Guanacaste province, must pay this solidarity luxury tax.

Buying Property in Costa Rica – Customs:

The buyer of the property can choose the notary of his choice for the purchase. However, he pays 100% of the notary fees.

Even though the rule is upon agreement by both parties, usually, the buyer pays all expenses and transfers taxes.

The seller must help in the due diligence to obtain the correct information, the identification number of the property, the cadastre plan, proof of being up to date with the payment of public services, being up to date with municipal taxes, building permits in order and last information in case the property is mortgaged before a financial entity in Costa Rica. The seller assumes payment to real estate agents (realtors) in Costa Rica.

The term for the eviction of the property is agreed between the parties. ¡Be careful if there are tenants!

Questions about Costa Rica real estate

How much does it cost to get a real estate license in Costa Rica?

In Costa Rica, there is a Costa Rican Chamber of Real Estate Brokers, which offers official courses to approve your incorporation as an Associate. The Government of Costa Rica passed a law that requires all real estate agents and property managers to be registered with SUGEF. SUGEF authority oversees all banking, investment, and monetary transactions. For example, escrow agents and trust companies are registered with SUGEF. So, the cost is not that high, but it requires time and formalities before the authorities.

How much do real estate agents cost in Costa Rica?

Most listing brokers in Costa Rica charge a commission of 5% to 8% on successful sales transactions; they also charge a residential rental commission equivalent to 1 month + VAT, a commercial/industrial rental commission of 5% of the total value + VAT, vacation rental of 15-25% of the value + VAT.

Can a US citizen buy a property in Costa Rica?

Yes, a US citizen can buy property in Costa Rica. The Costa Rican constitution grants the same property rights to foreigners as it does to Costa Rican citizens; as long as you pay attention to the step-by-step that we gave you previously, any foreigner can buy properties in Costa Rica.

Is it worth buying property in Costa Rica?

Yes, it is worth the risk to invest in Costa Rica if you do it with legal advice; this is the only way to enjoy tax incentives linked to the laws applicable to foreigners, and you will not be subject to fraud or overvalued sale, if you try to buy property as a foreigner without help you are likely to acquire a problem.

For example, residency investors may qualify for credits and benefits such as reduced rental income taxes, capped capital gains taxes, and estate and transfer tax exemptions.

Where is the cheapest place to live in Costa Rica?

The cheapest places to live in Costa Rica are in the provinces of Cartago and Limón, where you will find less touristy towns and where real estate is much cheaper than in other places where foreigners usually choose to retire. Other cheap places to live and buy land are San Ramon, Grecia, Nicoya peninsula, San Isidro, and Atenas.

What is the average price of a house in Costa Rica?

The price can vary depending on the location, house size, and amenities. For example, a three-bedroom house at Hermosa in the Central Pacific region might be $190,000, a house in Cartago in the Central Valley might be $150,000, and your next beach home in Playa Flamingo might be $350,000. Though these prices are just an idea, you need to be advised by a good realtor, who can lead you to what you are looking for. you can find wonderful properties that are for sale in Costa Rica.

What is a residency for investors in Costa Rica?

You may qualify for temporary residency as an investor in Costa Rica if you or your spouse are willing to invest USD 150,000 in a business or real estate properties in Costa Rica, or USD 100,000 in a forestry project.

Under this category, the principal applicant may receive residency for a spouse and children as dependents and is valid for 2 years.

It can be renewed for another 2 years if you keep the project you invested in (business, property, etc).

After 3 years of holding temporary residency, you will become eligible for permanent residency.

Amenities and features that Costa Rica offers

Without a doubt, you can generate a great business in the world of real estate; you can sell and buy in this tropical paradise, from luxurious beachfront villas to cozy condos tucked away in gated communities throughout Costa Rica, offers a diverse range of properties that cater to every taste, you can find a from luxurious beachfront villas to cozy condos tucked away in gated communities, vacation home, apartments for sale, single family homes for sale, luxurious houses or find commercial real estate properties.

Navigating this market is made easier with Costa Rica’s diverse listings, and we at AG Legal can help you find your dream property in the best of Costa Rica.

Your Real Estate and Immigration Allies

With our assistance, you’ll unlock the full potential of Costa Rican real estate and business prospects; visit our offices located in the best part of downtown San José, Barrio Escalante. You’ll love talking about listing in Costa Rica and having lunch in one of the delicious restaurants surrounding our office.

Your Costa Rican dream starts here.

Contact us at:

info@aglegal.com

Companies in Costa Rica

Mar 9, 2023 | Commercial Law

Companies in Costa Rica

If you are an investor or planning to start a business in Costa Rica, deciding what type of company you may need is a crucial question.

Types of Companies in Costa Rica

  • The Stock Corporation (Sociedad Anónima, S.A.)
  • The Limited Company (Sociedad de Responsabilidad Limitada, LTDA or S.R.L.)
  • The General Partnership
  • The Limited Partnership

The most commonly used trading companies in Costa Rica are the S.A. stock corporations and L.T.D.A. limited liability companies.

Key Decisions When Forming a Corporation

  • Corporate Name: The name of the company must be registered as a “trade name” with the intellectual property office. The National Registry of Costa Rica has undergone a reform, and now all companies are identified by a legal identification number assigned automatically when the company is created.
  • Corporate Capital and Share Distribution: Amount, value per share, and distribution; capital is in colones.
  • Corporate Domicile: Place designated to receive communications.
  • Term: Number of years corporation will exist, commonly 99 years.
  • Representation: The President represents the corporation by law; others may be appointed.
  • Email Address: In addition, an email address must be provided, which will be the official means of notification to the company for general, legal, and administrative procedures.

Sociedad Anónima (S.A.)

How Does an S.A. Work?

An S.A. is similar to corporations in the US or public limited companies in the UK. It offers limited liability protection, so shareholders are responsible only for their investment.

Shares can be transferred freely without affecting operations. Agencies and branches can be established inside and outside Costa Rica.

Common in tourism, agriculture, and real estate. It is subject to 30% corporate tax on profits. Territorial principle applies; no tax on non-Costa Rican sourced income. VAT payable monthly, income tax yearly.

Managed by a Board of Directors (President, Secretary, Treasurer) and supervised by a Supervisory Director.

Incorporation of an S.A.

Requires minimum two shareholders; capital cannot be all in one name at incorporation but can be assigned later. Management by Shareholders Meeting, Board of Directors and supervisory entity. Shareholders may be foreigners; no Costa Rican required on board.

Must be incorporated before a notary and registered with the Public Registry. Suitable for international business.

Sociedad de Responsabilidad Limitada (LTDA – S.R.L.)

What is an LTDA?

A limited liability company popular for SMEs. It is a separate legal entity protecting owners beyond their investment amount.

Managed by one or more administrators appointed by quota holders, who may be shareholders or third parties responsible for management and legal representation.

Simpler structure than S.A. with fewer legal formalities. Minimum two quota holders (“cuotistas”). Capital divided into quotas registered by name. Requires at least one manager; sub-managers possible.

Suitable for SMEs and international business.

Incorporation of an LTDA

Requires at least two quota holders (individuals or legal entities). Capital divided into quotas; quota percentages must be properly certified. Quota transfers require approval respecting preemptive rights.

Differences Between S.A. and LTDA

Aspect Sociedad Anónima (S.A.) Sociedad de Responsabilidad Limitada (LTDA)
Organization & Management Board of Directors: President, Secretary, Treasurer
Supervisory Director (independent oversight)		 Managed by Manager(s) appointed by quota holders.
Supervision by Shareholders Meeting (self-inspection)
Representation of Social Capital Capital divided into shares freely transferable by endorsement Capital divided into quotas with restricted transfer requiring approval
Legal Books Keep Minutes of General Meeting, Shareholders Register, Board Minutes Keep Minutes of Quota Holder Meetings and Quota Holder Registry Book

Frequently Asked Questions About Starting a Company in Costa Rica

Can a foreigner open a company in Costa Rica?

Yes. Foreigners can fully own and manage companies in Costa Rica. You do not need to be a resident to incorporate either a Sociedad Anónima (S.A.) or a Sociedad de Responsabilidad Limitada (LTDA).

What is the best type of company for international investors?

The S.A. (Sociedad Anónima) is often preferred for international business and real estate projects due to its share transfer flexibility and board structure. However, the LTDA is ideal for small and medium-sized enterprises.

What are the legal requirements to form a company in Costa Rica?

You need at least two shareholders (or quota holders), a registered address, a legal representative, and a resident agent if no board members reside in Costa Rica. The company must be notarized and registered at the Public Registry.

What is the difference between S.A. and LTDA in Costa Rica?

The main difference lies in management and capital structure. An S.A. has a Board of Directors and freely transferable shares, while an LTDA is simpler, with capital divided into quotas that require approval for transfers.

Do I need to travel to Costa Rica to incorporate a business?

No. With a power of attorney, AG Legal can handle the full incorporation process on your behalf, including registration, corporate bank account setup, and resident agent services.

Start Your Business in Costa Rica with Confidence

Let our experts handle your company setup—fast, legally compliant, and tailored for international investors.

Get a Free Consultation →

 

 

Reinstaling of dissolved companies

Aug 1, 2022 | Commercial Law, Taxes

🧾 Reinstating Dissolved Corporations in Costa Rica (Law 10255): Complete Legal Guide

On May 31, 2022, Costa Rica enacted Law No. 10255, published in the Official Gazette (La Gaceta No. 100), introducing a legal process for the reinstatement of dissolved corporations. The purpose is to reactivate commercial entities and stimulate the national economy by allowing previously dissolved companies to recover their legal status.

✅ Who Can Reapply for Reinstatement?

According to Law 10255, corporations that were dissolved under the following conditions are eligible to apply for reinstatement:

  • Dissolution due to non-payment of the Legal Entities Tax
  • Expiration of the company’s legal term as per Law No. 9428
  • Expiration defined in the company’s articles of incorporation (Article 201, Commercial Code)

The request must be submitted within three years from the official date of dissolution through the National Registry’s Department of Legal Entities.

📋 What Are the Requirements?

  • All outstanding taxes, penalties, interests, and legal obligations must be paid in full.
  • The request must be submitted by the corporation’s legal representative.
  • Corporations must also comply with Law No. 9416 (Anti-Tax Fraud Law), by submitting the Ultimate Beneficial Ownership Declaration within 2 months of reinstatement.

⚠️ How Does This Differ from the 2017 Reinstatement Law?

Unlike the 2017 reinstatement window, which required all tax arrears to be settled by December 15, 2017, Law 10255 does not impose a specific deadline for repayment. This makes reinstatement more flexible and accessible to a broader range of dissolved companies in Costa Rica.

Need Legal Assistance to Reinstate Your Corporation in Costa Rica?

Our legal experts at AG Legal can guide you through the reinstatement process, handle filings, settle outstanding taxes, and restore your legal status in full compliance with Costa Rican law.

Contact AG Legal Today

Legal and Tax Implications for Inactive Companies In Costa Rica

Jan 19, 2021 | Commercial Law, Taxes

In past years it was very common to use inactive companies as a legal structure to protect assets. The foregoing, because it was a corporate figure that was exempt from certain tax requirements, unlike those that develop a commercial activity.

Because of the entry into force of the Law on Strengthening Public Finances (Ley de Fortalecimiento de las Finanzas Públicas) in 2018, the benefits of using an inactive company as a corporate vehicle for the protection of assets, undergoes a significant shift. The above, because it converts this type of companies into taxpayers and it forces them to comply with 5 tax requirements, which are the detailed as follows:

FILING OF D-140 FORM: Once an inactive company is dully incorporated before the Costa Rican National Registry, it must file before the Tax Authority an update of the information regarding its legal representative or representatives and its tax address. Additionally, the company must be registered under the economic activity of “Legal persons incorporated in the country that does not carry out economic activity of a Costa Rican source”, which is governed by code 960113. It is important to consider that in the event of non-compliance with this first post-incorporation requirement, the company is exposed to a sanction. Lastly, this requirement must be complied within the period of 10 business days from the incorporation of the company.

 

CORPORATE TAX: This is a tax must be paid annually, during the month of January of each year. The amount to be paid varies from year to year and can be paid from any digital platform of the banks registered in the national financial system. The amount to be paid varies depending on whether it is an inactive company or an active company.

EDUCATION AND CULTURE STAMP: This tax It is included with the legal expenses at the incorporation of the company. Subsequently, this tax must be paid annually between the months of February and March of each year. The net capital reported in the Income Tax return of the immediate prior fiscal year, is used as the basis for calculating such tax.

ULTIMATE BENEFICIARY OWNERSHIP DECLARATION (UBO): This declaration is filed annually during the month of April before the Central Bank of Costa Rica. The purpose of this declaration is to indicate who is the final beneficiary (physical person) who is owns company. The omission this requirement carries out several sanctions to the company, such as a pecuniary fine, the non-issuance of good standing certifications and the non-registration at the Costa Rican National Registry of documents in relation to the company.

INCOME TAX RETURN (FORM D-101): One of the most important modifications that are introduced with the aforementioned law, is the filing of the Income Tax Return, in which the capital stock, assets and liabilities of the inactive company must be stated. This declaration will be taken as the basis for the calculation of the Corporate Tax, Education and Culture Stamp and other future tax liabilities. The failure to submit this declaration form entails financial penalties and in the face of an audit by the Tax Authority, the company would be exposed to an additional penalty for the increase of the corporate assets without justification. This requirement must be submitted annually and expires on March 15.

In conclusion, with the introduction of these new tax requirements that all inactive companies must fulfill, this promotes to maintain the corporate information updated. The above, because these companies stopped being simple holders of assets and from now on, they are subjected to a meticulous tax inspection. Therefore, the only way to avoid this type of sanctions is to keep everything in order and in compliance as if the said company, would be developing a commercial activity like any company called “active”.

TAX OBLIGATIONS

INACTIVE COMPANIES

               DUE DATE

FILING OF D-140 FORM

10 business days from the incorporation of the company before the CR National Registry,

CORPORATE TAX

January 31st

EDUCATION AND CULTURE STAMP

From February to March
UBO

April 30th

INCOME TAX RETURN (FORM D-101)

March 15th

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How to Appeal a Property Tax Appraisal in Costa Rica

May 9, 2020 | General

How to Appeal a Property Tax Appraisal in Costa Rica

If your property appraisal in Costa Rica seems unfair or inaccurate, you have the right to challenge it. This guide explains the legal framework, the appeal process, and how AG Legal can help you protect your property rights and avoid excessive tax burdens.

Property Appraisals: The Legal Basis

The appraisal of a property for tax purposes must be conducted according to the Base Values per Constructive Typology Manual, established by the Technical Standardization Department of the National Treasury.

Each property assessment must include a detailed description of the construction type, installations, and any improvements within the lot.

Understanding these requirements allows taxpayers to verify whether their appraisal complies with established technical and legal norms — and to appeal if it does not.

When Can You Appeal an Appraisal?

  • Non-compliance with the Manual: If the appraisal ignores or violates the procedures, it can be challenged.

  • Errors in Construction Data: Incorrect details about square meters, materials, or improvements may lead to an unfair tax burden.

  • Disproportionate Property Tax: When the assessed value is higher than market reality, owners can request annulment or correction.

The Property Tax Appeal Process in Costa Rica

The law provides a clear escalation path for taxpayers who wish to challenge an appraisal:

  1. Motion for Revocation: File this with the Property Department of the relevant Municipality.

  2. Appeal before the Municipality Council: If the revocation is denied, you may escalate to the Council.

  3. Administrative Tax Court: If the appeal is rejected, you have 15 business days to submit a final appeal to the Administrative Tax Court.

The Administrative Tax Court makes the ultimate decision on whether a new appraisal will be ordered.

Checklist: Before You Appeal

  • Copy of the appraisal report, to compare against technical requirements.

  • Evidence of errors, such as photos, plans, or documents showing inaccuracies.

  • Legal review, to ensure the appeal is filed within deadlines and with proper arguments.

How AG Legal Can Help

At AG Legal, our tax and property law experts assist property owners in:

  • Reviewing appraisals for technical and legal compliance.

  • Filing motions and appeals on time.

  • Representing clients before Municipalities and the Administrative Tax Court.

  • Reducing unfair property tax burdens through effective legal defense.

Contact us for legal assistance or learn more about our tax law services.

Final Thoughts

Property tax in Costa Rica is a legal obligation, but it must be fair and technically accurate. If you believe your appraisal is flawed, you have the right to challenge it. Acting promptly and with expert legal support is the best way to protect your investment.

Double Taxation

May 9, 2020 | Taxes

Today, commercial activity has become increasingly globalized, with many companies expanding their operations across international borders. When a company operates in multiple countries, a dilemma suddenly arises: where should its income be reported? Where should taxes be paid?

Every country has its own tax regulations, and, as per its sovereignty, a company may be required to pay taxes in the countries where it conducts its business.

It was in search of tax justice that the principle of double taxation was conceived and developed. This principle prohibits governments from taxing the same individual for the same concept or activity.

This predicament has led nations to establish various measures to avoid double taxation. Internal legislation has been enacted to regulate this issue, but faced with the impossibility of completely solving the problem, countries have resorted to international treaties in order to reach a more integral solution.

Costa Rica has joined this initiative and currently has signed treaties with Spain, United States and with some Central American countries.

The existence of these agreements in order to avoid double taxation is essential to promote foreign investment, as they provide legal security to investors and reduce taxation to such investments, and ultimately avoid for investors, disadvantageous scenarios for competitiveness.

Currently, the potential admission of Costa Rica to the Organization for Economic Cooperation and Development (OECD), will further impulse this initiative, since one of the objectives of the entry of Costa Rica to this organization is to improve the business climate within the country and ensure the security of the investments made in national territory.