Category: Commercial Law

Registry of Shareholders in Costa Rica

Jun 5, 2025 | Commercial Law

Registry of Shareholders in Costa Rica: 2025 Legal Guide for Companies

The Registry of Shareholders in Costa Rica is a mandatory annual disclosure for all active legal entities, overseen by the Central Bank of Costa Rica, under Law No. 9416. It verifies shareholder identity and ownership via the Central Directo platform.

📌 What Is the Registry of Shareholders?

This registry (RTBF) collects and verifies identities and ownership percentages of shareholders and ultimate beneficial owners (UBOs) through the Central Directo platform.

Who Must File?

  • Corporations (S.A.) and Limited Liability Companies (S.R.L.)
  • Branches of foreign companies
  • General and limited partnerships
  • Trusts and private legal entities registered with the National Registry

When to File in 2025

  • Annual Filing: April 1 – April 30, 2025
  • First-time filing: Within 20 business days from registration
  • Ownership changes: Within 15 business days

Penalties for Non-Compliance

Fines may reach up to 2% of gross income (minimum 3 base salaries, max 100 salaries). Non-compliance restricts corporate certifications and legal standing.

⚠️ Important for Foreign Investors

Companies with foreign shareholders or complex structures must disclose Ultimate Beneficial Owners (UBO). Legal guidance is strongly recommended for compliance.

How AG Legal Can Help

Visit our Corporate Law Services for:

  • ✔️ Shareholder and UBO analysis
  • ✔️ Legal digital signatures (Firma Digital)
  • ✔️ Filing via Central Directo platform
  • ✔️ Legal representation through Power of Attorney

📋 Ready to File Your Registry of Shareholders?

Let our legal experts handle your filing quickly, accurately, and securely.

📞 Contact Us Now

Company Name in Costa Rica: Key Changes Law 10729

Jun 3, 2025 | Commercial Law

📌 Company Name in Costa Rica: What Changed in 2025?

Registering a company name in Costa Rica is no longer mandatory when incorporating a Sociedad Anónima (S.A.) or a Sociedad de Responsabilidad Limitada (S.R.L.).

Law no. 10729 is applicable as of 30 May 2025, which has already been published.

This reform modifies the Commercial Code of Costa Rica. Instead of a name, the National Registry assigns a unique corporate identification number (cédula jurídica) as the official identifier.

✅ Why Was the Company Name Requirement Removed?

The company name in Costa Rica had become a formal step with limited value due to frequent name duplication, delays, and higher registration costs. Law 10729 was introduced to simplify the process and eliminate unnecessary steps.

🔄 Company Name in Costa Rica: Before vs. After the Reform

🔙 Before 🔜 After
Registering a company name was optional. Company name is no longer required for S.A. or S.R.L.
Name had to be unique and checked for duplicates. Companies are identified by a corporate ID number.
Publication in La Gaceta was mandatory. No edict publication is required.

Now, instead of the name of your company, you must register your commercial name that works as a trademark, which is the correct way to protect your intellectual property before third parties, a process in which AG Legal has a specialised department.

📄 Can You Still Use a Company Name in Costa Rica?

Yes. Even though it’s not required, you can register a commercial name (nombre comercial) through the Intellectual Property Registry to protect your business identity legally and commercially.

Benefits of registering a commercial name:

  • Protects your brand in the market
  • Prevents third-party use of similar names
  • Improves customer trust and recognition
  • Enables legal enforcement of name rights

📰 Is Edict Publication Still Required?

No. According to Article 92 of the National Registry Regulation, when using a corporate ID number instead of a company name, no edict publication is required in La Gaceta.

⚠ Who Still Needs a Company Name?

  • Entities regulated by special laws (e.g., banks, financial institutions)
  • Foreign branches (Articles 226–233 of the Commercial Code)

📂 What About Companies Already in Process?

Companies with documents signed before May 30, 2025, may continue using the traditional format including a company name, until registration is finalized.

🖥 Updates to Online Platforms

Platforms such as Trámite Ya and CrearEmpresa are expected to update their systems. Check whether these forms still request a company name before submitting.

💬 Official Publication in La Gaceta Law 10729

Here is the official publication of Law 10729, see its scope of the day: Official Publication

🛡 Recommendations for Business Owners

  • Register a commercial name with the Intellectual Property Registry
  • Use “S.A.” or “S.R.L.” in all legal documents
  • Verify if your sector requires a company name by law
  • Avoid unnecessary publication costs in La Gaceta

💬 Frequently Asked Questions about Company Name in Costa Rica

Is a company name required to register a business in Costa Rica?

No. Since May 30, 2025, company names are no longer required for S.A. or S.R.L. registrations in Costa Rica. A corporate ID number is now used as the legal identifier.

Can I still use a company name in Costa Rica?

Yes. You can still register a commercial name with the Intellectual Property Registry to protect your brand legally and strategically.

Do I need to publish an edict in La Gaceta?

No. If you don’t use a company name, the edict publication is no longer required, saving time and money during incorporation.

Who is still required to use a company name?

Entities regulated by special laws (like banks) and foreign branches must still include a legal company name under the Commercial Code.

What happens with companies registered before May 2025?

Companies already in process before May 30, 2025, are governed by the previous law. No modifications are required unless changes are made.

🤝 Need Help Navigating the Reform?

At AG Legal, we guide local and international clients through:

  • Incorporating businesses under Law 10729
  • Registering commercial names and trademarks
  • Corporate compliance and legal due diligence

Mandatory Email Registration Costa Rica: Law 10.597

Jun 2, 2025 | Commercial Law

📬 Mandatory Email Registration for Corporate Entities in Costa Rica (Law No. 10.597)

Starting June 4, 2025, Costa Rica will require email registration for companies as a mandatory legal step under Law No. 10.597. This reform obligates all legal entities—new or existing—to register an official email address with the National Registry for receiving legal and administrative notifications.

This measure, supported by Directive DPJ-002-2025 and published in La Gaceta No. 98 on May 30, 2025, is a critical shift toward digitalization and corporate compliance in Costa Rica.

📌 Why Email Registration for Companies Matters

This new regulation is part of Costa Rica’s strategy to modernize its corporate legal framework. By making email registration for companies a legal requirement, the country aims to streamline judicial and administrative communications, reduce delays, and eliminate outdated notification methods.

You can access the Law in this link: Official Law 10597

✅ New Company Formation: Email Required Immediately

All companies incorporated after June 4, 2025 must include a valid email address in their articles of incorporation. Omitting this requirement will result in a registration rejection by the National Registry.

🚫 Email omission = registration error

If the official email is not included in the incorporation documents, the process will be legally invalid until corrected.

🕒 Existing Companies: One-Year to Comply

Companies already registered have until June 4, 2026 to complete their email registration. This must be done through:

  • A public deed executed by the legal representative or general attorney
  • The protocolization of a shareholders’ meeting resolution

📰 Mandatory Gazette Publication

Since this update modifies the corporate charter, an official notice must be published in La Gaceta.

At AG Legal we help you with this official publication.

💼 Key Legal Changes in Law 10.597

  • Email registration for companies becomes a binding legal requirement
  • The resident agent role is eliminated (its inclusion will be considered a registration defect)
  • Email address must be stored exactly as stated in the legal document

💰 Exemptions from Fees

If the only change being filed is email registration, no stamp duties or registration fees will apply. However, if additional amendments are included, regular costs will be assessed.

🛡️ Responsibilities of Companies and Legal Representatives

  • Ensure the email is valid, active, and accessible
  • Verify the spelling and format before filing
  • Clearly declare in the deed that the email will be used for official notifications
  • Handle future changes through proper legal channels

❗ What Happens If You Fail to Register?

As of June 5, 2026, companies that have not completed their email registration will be unable to process any further filings. All requests will be rejected until the registration is corrected.

📋 Best Practices for Compliant Email Registration

  • ✔ Double-check that the email address is spelled correctly
  • ✔ Confirm the email is monitored regularly by authorized personnel
  • ✔ State explicitly in legal documentation that the email is for notifications under Law 10.597
  • ✔ Update promptly if the email changes in the future

If you need more information about the type of companies in Costa Rica, you can find it here: Companies in Costa Rica

🚀 Moving Toward Digital Compliance in Costa Rica

Email registration for companies is more than just a new requirement—it’s part of Costa Rica’s evolution toward digital efficiency in corporate governance. It enables faster, traceable, and secure communications between businesses and public authorities.

🤝 How AG Legal Can Help

At AG Legal, we guide local and international companies through:

  • Email registration under Law 10.597
  • Compliance with Costa Rica’s corporate regulations
  • Business formation, restructuring, and legal updates

📩 Need help with your company’s email registration?

Our legal experts will handle the entire process and ensure your business complies with Costa Rican law.

Contact AG Legal

Is It Possible to Get a Gambling License in Costa Rica? Legal Framework & Offshore Setup

Apr 17, 2025 | Commercial Law

Is It Possible to Get a Gambling License in Costa Rica? Legal Framework & Offshore Setup (2025 Guide)

Quick take: Costa Rica does not issue a classic “gambling license” for offshore iGaming. If no bets occur within Costa Rica and activity stays outside the Social Protection Board’s scope, you can operate from CR handling betting data (Law 9050 applies to local data‑processing). Offshore income is generally tax‑exempt; only Costa Rican‑sourced income is taxed.

This updated 2025 guide explains Costa Rica’s legal framework for online gambling operations, the role of Law 9050, taxes, AML boundaries (Law 8204), and a step‑by‑step offshore setup—plus banking, compliance and FAQs.

Contents

Author: Gonzalo Gutiérrez — AG Legal. Last reviewed: 21 Aug 2025

No federal–state split

Costa Rica has a unified legal system—unlike the U.S.—which simplifies operating under consistent national regulations.

Is online gambling legal in Costa Rica?

Yes, but with restrictions.

Law 9050 applies to data‑processing and call‑center operations inside Costa Rica related to betting data handling. It does not directly regulate offshore operators that serve only foreign users. For reference, see the official compendium (Spanish): PGR Web.

Clarification: municipal data‑processing licenses are NOT gambling licenses.

What Is a “Linking Company”?

“Linking companies” process betting data but do not conduct bets. Typical legal requirements include:

  • Obtaining a municipal data‑processing license
  • Being subject to a tiered tax regime under Law 9050
  • Processing gambling data within Costa Rica

Enforcement of Law 9050 in this context can be ambiguous; tailored legal guidance is critical.

Opening a Corporate Bank Account

Important: wording matters. Explicitly mentioning “online gambling” can lead banks to decline applications. Seek pre‑vetting and correct activity descriptions.

Taxation for Online Gaming Companies

Only Costa Rican‑sourced income is taxed. Offshore gains are generally exempt from VAT and income tax.

Special Tax (Law 9050)

Employees Annual Tax
Up to 5057 base salaries (₡51,300,000)
51–9985 base salaries (₡76,500,000)
100+113 base salaries (₡101,700,000)

One base salary ≈ US$900/month (approx.).

Basic Tax Obligations

  • Annual corporate tax return
  • Ultimate Beneficial Owner declaration
  • Yearly tax information filing

Licensing & Compliance Scope

No formal gambling license is required in Costa Rica for strictly offshore operators when:

  • No bets are placed inside Costa Rica
  • Operations remain outside the Social Protection Board’s scope

AML Boundaries (Law 8204)

Law 8204 targets banks, casinos, and certain financial entities. Strictly offshore companies (no local gambling activity) are typically outside its main obligations. For legal text (Spanish), see PGR Web.

Judicial Precedents

There are no court rulings limiting offshore iGaming in Costa Rica, providing international operators with legal stability (as of 2025).

How to Start an Offshore Gambling Company (Step‑by‑Step)

  1. Incorporate via public notary and the National Registry. See incentives context.
  2. Register with the tax authority (ATV) and secure a compliant corporate address.
  3. Fulfil yearly obligations:
    • Legal entity tax
    • Ultimate Beneficial Owner (UBO) filing
    • Annual tax return and information returns
  4. Set up banking with accurate business classifications (avoid misleading activity labels).
  5. Document processes and compliance (KYC vendors, payment flows, data processing).

Costa Rica iGaming: Legal & Safe

  • No local gambling license for strictly offshore models
  • Law 9050 applies to local data‑processing, not to offshore activity
  • Offshore gains are generally exempt from local taxes
  • Stable, cost‑effective regime for international operators

Frequently Asked Questions

Is online gambling legal in Costa Rica?
Yes—if you operate exclusively offshore.
Do I need a gambling license?
No—only a municipal data‑processing license if you have local operations handling betting data.
Are online gambling revenues taxed?
Only Costa Rican‑sourced income is taxed. Offshore income is generally exempt.
Is AML compliance required?
Only when you fall under Law 8204 scopes (e.g., local casinos/financial entities).

Talk to Our Costa Rica iGaming Lawyers

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 — 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

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 →

Openning a Bank Account in Costa Rica

Feb 18, 2023 | Commercial Law, General, Inmigration Law

Opening a Bank Account in Costa Rica: The Complete Guide

Foreigners allowed
to open a bank account
ID + Proof of Income
Required for individuals & companies

The Costa Rican banking system is robust and modern, offering services for both residents and foreigners. Opening a bank account is essential for receiving payments, paying bills, and securing your funds against theft or loss.

Requirements for Opening a Bank Account

Profile Main Requirements
Individual (Resident) – Costa Rican ID (cédula)
– For foreign residents: valid DIMEX card
– “Know Your Client” form
– Proof of income
Individual (Non-Resident) – Valid passport + entry visa/stamp
– “Know Your Client” form
– Proof of income
– (Some banks may also request address or additional references)
Corporate – Certificate of good standing
– Company’s shareholder certificate
– Documentation for corporate reps
– Proof and explanation of origin of funds
– Last fiscal financial statements (audited or certified) or projected cash flow if new

Note: Requirements and procedures may vary between banks; it’s best to check directly. For non-residents, banks increasingly accept passports and select bills/contracts for address verification.

Typical Step-by-Step Process

  1. Choose a reputable bank (public or private, see summary table below).
  2. Gather all documentation required by the institution.
  3. Fill and sign the “Know Your Client” form (anti-money-laundering compliance).
  4. Make the initial deposit (amounts vary by bank/account type).
  5. Wait for compliance approval to activate your account.
  6. Start using online and branch services once approved.
Tip:
If you’re denied an account at one institution, don’t be discouraged—requirements and flexibility differ from bank to bank. Try another bank or consult a legal specialist.

Main Banks in Costa Rica: Public v. Private

Bank Type Features
Banco Nacional Public Largest, high stability, best for secure holdings and broad reach
Banco de Costa Rica Public Solid reputation, strong government backing
BAC Credomatic Private Excellent online services, streamlined for foreigners
Scotiabank (Costa Rica) Private Flexible requirements, competitive digital platforms
Promerica Private Modern branches, strong online experience

AML (Anti-Money Laundering) & Ongoing Compliance

  • All banks must comply with Law 8204 (anti-money-laundering); account holders must periodically update their “Know Your Client” info (at least once a year).
  • Proof of income or source of funds is mandatory for all individual and corporate accounts.
  • If you fail to update your profile or answer compliance requests, the bank can close your account.
Important:
Be transparent with your income sources and respond quickly to bank compliance updates to keep your account active.

Frequently Asked Questions

Can I open a bank account as a non-resident foreigner?
Yes. Most banks will allow foreign nationals to open an account with a passport (often requiring a tourist visa stamp), proof of address, and proof of income, but the process is easier with a residency card.
Is there a minimum deposit?
This varies by bank, but usually starts as low as $20 USD. Check with each bank for specific requirements.
What if my application is rejected?
This is common—simply apply at a different bank. Requirements and policies vary, so persistence pays off.

Hiring a Lawyer in Costa Rica

Dec 25, 2022 | Commercial Law, Criminal Law, General, Inmigration Law, Intelectual Property

The importance of hiring a lawyer in Costa Rica cannot be overstated. The legal system in Costa Rica can be complex, and having a knowledgeable and experienced lawyer on your side can make a big difference in the outcome of your legal matter.

Whether you are involved in a court case, negotiating a contract, immigrating to this beautiful country, or need advice on a legal issue, having a lawyer who is familiar with the laws and legal processes in Costa Rica can be invaluable. A good lawyer can help you navigate the legal system, protect your rights, and achieve the best possible outcome for your case.

But how do you go about hiring a lawyer in Costa Rica? The process can initially seem intimidating, but it’s pretty straightforward once you know what to do. Here are some critical steps to follow:

  1. Determine your legal needs: Before looking for a lawyer, you must understand what kind of legal assistance you need. Do you need a lawyer to help you with a specific legal issue, such as drafting a will, negotiating a contract, or ongoing legal representation in a court case? Understanding your legal needs will help you find the right lawyer.
  2. Research and compare lawyers: Once you know what kind of legal assistance you need, it’s time to start researching and comparing lawyers. You can do this through online directories, recommendations from friends or family, or by contacting the Costa Rican Bar Association.
  3. Understand the different types of agreements on legal fees: When hiring a lawyer in Costa Rica, you will likely be asked to enter into three different types of agreements: a contingency fee agreement, a flat fee agreement, or an hourly fee agreement.
  4. Sign the agreement: Once you have agreed to the terms of the agreement, it’s time to sign the contract and formally retain the lawyer’s services or at least to have some written support.

By following these steps, you can ensure that you have a qualified and experienced lawyer to help you navigate the legal system in Costa Rica and achieve the best possible outcome for your case. Don’t underestimate the importance of hiring a good lawyer – it can make all the difference in the world.

Is it necessary for the lawyer to be in a Law Firm?

In Costa Rica, a lawyer is not necessarily required to be part of a law firm to practice law. Lawyers in Costa Rica can choose to work independently or as part of both options. Have pros and cons to both options.

Working independently can give a lawyer more flexibility and control over their practice. Still, it can also be more challenging to build a client base and handle complex legal matters without the support of a team.

On the other hand, working as part of a law firm can provide access to resources and expertise that may not be available to an independent lawyer.

What is essential is to hire a good law firm in Costa Rica and verify that the lawyer is duly accepted in the bar of attorneys; sometimes, in our law firm, we have seen cases where because of the lack of verification, the client ended up involved in a big legal mess since that person who you think is a lawyer is not a person licensed to practice law.

We will analyze the most usual areas of law where the attorneys are consulted.

When do I need a Real Estate Attorney?

There are several situations where you may need to hire a real estate attorney in Costa Rica. Some common reasons to seek the services of a real estate attorney include the following:

  • Buying real estate: If you are buying or selling real estate in Costa Rica, the real estate attorney shall check the property before the Public Registry to check the historical movements on the title of the property, review the documents, and represent you in the transaction.
  • Reviewing and negotiating contracts: If you are entering a real estate agreement, such as a lease or purchase agreement, a real estate attorney can review the terms and negotiate any changes on your behalf.
  • Resolving disputes: If you are involved in a real estate dispute, such as a boundary dispute or a dispute over the terms of a contract, a real estate attorney can represent you in court and help you resolve the dispute.
  • Obtaining financing: If you need financing to purchase real estate in Costa Rica, a real estate attorney can help you negotiate the terms of the loan and review any related documents.
  • In Costa Rica, most Real Estate attorneys are notary publics, which means that usually, in any real estate transaction where the property title is transferred, you will need a notary public.

Overall, if you are involved in any real estate transaction or dispute in Costa Rica, it’s a good idea to seek the advice of a real estate attorney to protect your interests and ensure that the transaction is handled correctly.

When do I need an Immigration Attorney?

If you are planning to move to Costa Rica or are already living in, you will need help with immigration issues; you may consider hiring an immigration attorney. Here are some everyday situations in which you might need an good legal service:

  1. Applying for a visa: If you are planning to visit, work, or study in Costa Rica, you may need to apply for a visa. An immigration attorney can help you determine which type of visa is best for your situation, help you gather the required documentation, and guide you through the application process.
  2. Plan permanent residence: Ipermanentlyo live in Costa Rica permanently, you will need permanent residence. Permanently can help you understand the requirements for obtaining permanent residency and assist you with applying.
  3. Renewing your visa or residence permit: If your visa or residence permit expires, you will need to renew it to continue living in Costa Rica. An immigration attorney can help you understand the renewal process and ensure you have all the necessary documentation.
  4. Applying for citizenship: If you are eligible and wish to become a citizen of Costa Rica, an immigration attorney can help you understand the requirements and assist you with the application process.
  5. Resolving immigration problems: If you have problems with your immigration status in Costa Rica, such as being denied a visa or facing deportation, an immigration attorney can help you understand your rights and options and represent you in the legal proceedings.
  6. Retirement plan: if you plan to retire in Costa Rica, hiring a good attorney must be your first step.

The Importance of hiring a good Corporate Lawyer.

Hiring a good corporate lawyer in Costa Rica is essential for businesses of all sizes and types. A corporate lawyer can provide valuable legal guidance, explaining to you the business law and representation for a wide range of business-related issues, including:

  1. Formation of the business: If you are starting a new business in Costa Rica, a corporate lawyer can help you choose the proper legal structure for your business, such as the type of corporation, partnership, and assist you with the formation process.
  2. Compliance with laws and regulations: A lawyer who knows corporate law can help ensure that your business complies with all relevant laws and regulations in Costa Rica, including tax laws, labor laws, and environmental regulations.
  3. Contract review and negotiation: You can review and negotiate contracts for your business, including agreements with vendors and customers.
  4. Risk management: A corporate lawyer can help identify and manage legal risks that may affect your business, such as liability risks or intellectual property issues.
  5. Investment: Also, if you are investing, you need to double-check who you are dealing with; a corporate attorney can help you to decide if it is a good or bad investment.
  6. Trademark: It is essential to register your brand or logo before starting to operate.

Overall, getting the correct legal service, and getting the right legal guide to Costa Rica, can be the difference between having a successful start in a foreign country like Costa Rica.

Embassies Attorneys list

Even though Spanish is the official language, you can find lawyers who speak English, so at least two embassies enlisted a list of law firms and attorneys who speak English that can provide legal consultation for your local or international legal issues.

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

[fusion_builder_container hundred_percent=”no” hundred_percent_height=”no” hundred_percent_height_scroll=”no” hundred_percent_height_center_content=”yes” equal_height_columns=”no” menu_anchor=”” hide_on_mobile=”small-visibility,medium-visibility,large-visibility” status=”published” publish_date=”” class=”” id=”” link_color=”” link_hover_color=”” border_color=”” border_style=”solid” margin_top=”” margin_bottom=”” padding_top=”” padding_right=”” padding_bottom=”” padding_left=”” gradient_start_color=”” gradient_end_color=”” gradient_start_position=”0″ gradient_end_position=”100″ gradient_type=”linear” radial_direction=”center center” linear_angle=”180″ background_color=”” background_image=”” background_position=”center center” background_repeat=”no-repeat” fade=”no” background_parallax=”none” enable_mobile=”no” parallax_speed=”0.3″ background_blend_mode=”none” video_mp4=”” video_webm=”” video_ogv=”” video_url=”” video_aspect_ratio=”16:9″ video_loop=”yes” video_mute=”yes” video_preview_image=”” filter_hue=”0″ filter_saturation=”100″ filter_brightness=”100″ filter_contrast=”100″ filter_invert=”0″ filter_sepia=”0″ filter_opacity=”100″ filter_blur=”0″ filter_hue_hover=”0″ filter_saturation_hover=”100″ filter_brightness_hover=”100″ filter_contrast_hover=”100″ filter_invert_hover=”0″ filter_sepia_hover=”0″ filter_opacity_hover=”100″ filter_blur_hover=”0″ type=”legacy”][fusion_builder_row][fusion_builder_column type=”1_1″ layout=”1_1″ spacing=”” center_content=”no” link=”” target=”_self” min_height=”” hide_on_mobile=”small-visibility,medium-visibility,large-visibility” class=”” id=”” hover_type=”none” border_color=”” border_style=”solid” border_position=”all” border_radius=”” box_shadow=”no” dimension_box_shadow=”” box_shadow_blur=”0″ box_shadow_spread=”0″ box_shadow_color=”” box_shadow_style=”” padding_top=”” padding_right=”” padding_bottom=”” padding_left=”” margin_top=”” margin_bottom=”” background_type=”single” gradient_start_color=”” gradient_end_color=”” gradient_start_position=”0″ gradient_end_position=”100″ gradient_type=”linear” radial_direction=”center center” linear_angle=”180″ background_color=”” background_image=”” background_image_id=”” background_position=”left top” background_repeat=”no-repeat” background_blend_mode=”none” animation_type=”” animation_direction=”left” animation_speed=”0.3″ animation_offset=”” filter_type=”regular” filter_hue=”0″ filter_saturation=”100″ filter_brightness=”100″ filter_contrast=”100″ filter_invert=”0″ filter_sepia=”0″ filter_opacity=”100″ filter_blur=”0″ filter_hue_hover=”0″ filter_saturation_hover=”100″ filter_brightness_hover=”100″ filter_contrast_hover=”100″ filter_invert_hover=”0″ filter_sepia_hover=”0″ filter_opacity_hover=”100″ filter_blur_hover=”0″ last=”true” border_sizes_top=”0″ border_sizes_bottom=”0″ border_sizes_left=”0″ border_sizes_right=”0″ first=”true”][fusion_text columns=”” column_min_width=”” column_spacing=”” rule_style=”default” rule_size=”” rule_color=”” hide_on_mobile=”small-visibility,medium-visibility,large-visibility” class=”” id=”” animation_type=”” animation_direction=”left” animation_speed=”0.3″ animation_offset=””]

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

[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]