Category: Commercial Law

15 Common Costa Rica Investing Mistakes Foreign Investors Make in Costa Rica (and How to Avoid Them)

Sep 29, 2025 | Commercial Law, Real Estate Law

15 Common Costa Rica Investing Mistakes — and How to Avoid Them (2025 Legal Playbook)

Costa Rica Investing Mistakes Quick take: Costa Rica is a rule-of-law jurisdiction with predictable registries and permitting—if you structure correctly, check zoning and water availability before buying land, respect coastal concession rules, and keep up with taxes and transparency (RTBF/UBO). Our team sets up entities, vets properties, and builds compliance calendars so your project stays bankable and sale-ready.

As corporate and real estate counsel at AG Legal, we routinely identify Costa Rica investing mistakes and rectify preventable errors that cost foreign investors time and money. This guide outlines the top 15 pitfalls we encounter when forming entities, purchasing property, or launching projects in Costa Rica, along with a step-by-step plan to ensure success the first time.

Table of Contents

Author: AG Legal • Reviewed by: Corporate, Real Estate & Tax Team • Updated: Sept 29, 2025

The 15 most common mistakes (and how we fix them)

  1. Buying first, due-dilencing later. Always verify title chain, liens/encumbrances, cadastral match, and condominium bylaws at the National Registry before committing funds.
  2. Skipping municipal “Uso de Suelo”. A municipal land-use certificate confirms permitted uses, setbacks, height, coverage, and other restrictions. Don’t close without it.
  3. No water, no permit. For buildable land, you usually need a water availability certificate (AyA/ASADA) or equivalent to advance permits.
  4. Ignoring environmental screening. Depending on project type and location, SETENA may require environmental assessment (e.g., D1). Build this timeline into your critical path.
  5. Overlooking coastal concession rules (ZMT). The first 200m from the shore are subject to special concession rules and eligibility limits; structure ownership accordingly.
  6. Using outdated entity models. Choose between an S.R.L. (member-managed) or S.A. (board/share structure) based on control and banking needs; register digitally and keep corporate books tidy for lenders and buyers.
  7. Forgetting UBO/RTBF filings. Companies must report beneficial owners (RTBF) and update changes to avoid fines.
  8. VAT assumptions from home country. Standard VAT (IVA) is generally 13%; model this into pricing and budgeting.
  9. Underestimating closing taxes & stamps. Transfers of real estate carry a 1.5% transfer tax (plus stamps/fees). Budget early.
  10. Ignoring annual property tax. Municipal property tax is generally 0.25% of the registered value (plus potential luxury-home surcharges).
  11. Improper legal representation for banking. Banks apply AML/KYC rules; draft bylaws and powers so signatories clear compliance smoothly.
  12. Hiring before registering as an employer. Register the company with CCSS (social security) and secure mandatory INS Workers’ Compensation coverage.
  13. Mixing personal and corporate use of property. Keep minutes, service agreements, and fair-market rents to avoid tax and governance headaches at exit.
  14. Poor escrow discipline. Use supervised trust/escrow and split closing: sign SPA with conditions precedent → fund escrow → record transfer → release funds on registry confirmation.
  15. No compliance calendar. Missed filings (RTBF, municipal licenses, tax returns) lead to fines and blocked transactions. We built a single, centralized calendar for all deadlines. This is one of the biggest Costa Rica investing mistakes.

Company formation: best-practice checklist

  • Choose the right vehicle: S.R.L. (membership quotas) vs. S.A. (shares & board). Think control, investor entry, and bank preferences. Incorporate digitally, then open corporate bank accounts.
  • Governance that works: Appoint reliable local legal reps; define signing powers, profit distributions, and transfer restrictions in bylaws.
  • Transparency: Prepare to disclose Ultimate Beneficial Owners (RTBF), keep a compliance binder (charter, bylaws, UBO confirmations, ID/KYC, tax IDs).
  • Licenses & notices: Depending on activity, register with the municipality (patent), tax authority, and sector regulators as applicable.

Real-estate due diligence (zoning, water, environmental)

Land is “bankable” when its legal feasibility is clear. For buildable parcels, we verify title & plans at the National Registry, request the Uso de Suelo certificate, obtain a water availability letter (AyA/ASADA), and analyze whether the project must obtain SETENA environmental viability (D1, etc.).

Special case: coastal & concession properties (ZMT)

The first 200 meters from the shore form the Maritime Terrestrial Zone, split into a 50m public zone and a 150m restricted zone. Only municipalities grant concessions in the restricted zone, and eligibility limitations apply (e.g., specific foreign-ownership/residency rules). Structure ownership with care before you commit capital.

Taxes & transparency essentials

  • VAT (IVA): Standard rate is 13% on most goods and services. Model cash-flow and pricing accordingly.
  • Real-estate transfer: 1.5% transfer tax plus stamps/fees on property transfers—budget at LOI stage.
  • Annual property tax: Generally 0.25% of registered value (municipal). High-value homes may face additional “luxury” tax.
  • RTBF (UBO) filing: Required under transparency rules; we coordinate filings and updates.

Labor, social security & workplace insurance

Before hiring, register as an employer with the CCSS (social security) and obtain mandatory INS Workers’ Compensation (Riesgos del Trabajo). Both are standard compliance steps for employees on payroll.

Misconception Reality (Costa Rica)
“If the seller shows me a deed copy, I’m safe.” You need current registry and cadastral checks, not copies. Use the National Registry’s official records.
“I can buy beachfront and build right away.” Coastal (ZMT) land follows concession rules; foreigners face eligibility and structuring limitations.
“Permits will figure themselves out.” No water availability → no building permit; environmental screening may be required (SETENA).

How to invest in Costa Rica the right way (step by step)

  1. Choose the vehicle: S.R.L. vs. S.A.; draft bylaws for banking/AML; appoint legal reps with clear powers.
  2. Open compliance files: Tax ID, municipal license (if applicable), RTBF/UBO preparation and calendar.
  3. Property pre-screen: Registry/cadastral review, Uso de Suelo, water availability letter, environmental trigger check (SETENA).
  4. Deal mechanics with escrow: SPA with conditions precedent → fund escrow → record transfer → release on registry confirmation.
  5. Budget taxes and fees: VAT (13%) on services, transfer tax (1.5%) on property, municipal property tax (~0.25%/year).
  6. People & payroll: CCSS employer registration and INS workers’ comp before first hire.
  7. Operational cadence: Compliance calendar (RTBF, tax, municipal), quarterly legal health checks, board minutes, and vendor contracts.

Frequently asked questions

Can foreigners own property outright in Costa Rica?
Yes, outside the Maritime Terrestrial Zone (ZMT) restrictions. Inside ZMT (first 200m), you deal with concessions and special eligibility rules.
What due diligence is essential before buying?
Title/encumbrances & plan match at the National Registry, municipal Uso de Suelo, water availability letter, and, if applicable, SETENA environmental screening.
What are the headline taxes?
VAT 13% on most services; 1.5% transfer tax on property conveyance; approximately 0.25% annual municipal property tax.
Do we need to report Ultimate Beneficial Owners?
Yes—RTBF, filed via the Central Bank platform, with penalties for non-compliance.
When can we hire staff?
After registering as an employer with CCSS and activating the mandatory INS Workers’ Compensation policy.

Talk to our lawyers

Planning to form an entity, purchase property, or launch a project in Costa Rica? We’ll structure, diligence, and permit your investment end-to-end to avoid Costa Rica investing mistakes.

REQUEST A CONSULTATION

Company Formation in Panama (For US Investors) – Step-by-Step Guide, Costs, Banking & Tax

Sep 26, 2025 | Commercial Law

Quick Take

  • Best for: US owners seeking territorial taxation, privacy, and global operations.
  • Popular entities: Sociedad Anónima (S.A.), Sociedad de Responsabilidad Limitada (SRL), and Private Interest Foundations (PIF) for asset-holding.
  • Timeline: 3–10 business days for incorporation; banking KYC may add 1–3 weeks.
  • Ongoing costs: Annual government Tasa Única, resident agent, and basic compliance.
  • US angle: Panama uses territorial tax; US persons remain subject to US tax/reporting.

Intro

Panama has become a leading hub for international company formation, thanks to its territorial tax system, efficient corporate laws, strategic location, and mature banking sector. This guide explains—in plain English—how US investors can incorporate in Panama, open bank accounts, understand taxes and compliance, and choose the right structure for cross-border business or asset protection.

Why Panama for US Investors

  • Territorial taxation: Foreign-source income is generally not taxed in Panama.
  • Efficient incorporation: Streamlined corporate law, fast processing, English-friendly service.
  • Strategic location: Global logistics hub with robust professional and banking services.
  • Asset protection: Mature jurisprudence for corporations and foundations.
  • Operational privacy: Reasonable confidentiality balanced with modern KYC/AML standards.

Entity Types: S.A., SRL & Foundations

S.A. Sociedad Anónima

Panama’s classic corporation. Flexible share structure, directors (typically 3), and broad corporate purpose. Ideal for trading, services, holding companies.

SRL Sociedad de Responsabilidad Limitada

Limited liability company analog. Member-managed, quotas instead of shares, typically fewer disclosure formalities. Attractive for closely held operations.

PIF Private Interest Foundation

Not a company, but a civil-law vehicle used for asset holding, succession planning, and ring-fencing. Often paired with an S.A./SRL.

Tip: For operating businesses, start with an S.A. or SRL. Use a Foundation for asset protection or inheritance planning.

Minimum Requirements & Documents

  • Owners Individual or corporate shareholders/members (US or foreign).
  • Directors/Managers S.A. typically 3 directors; SRL has managers/representatives.
  • Registered Office Mandatory local attorney/resident agent in Panama.
  • KYC/AML Passports, proof of address, professional/bank reference (case-dependent).
  • Name & Purpose Due diligence on name availability and activity scope.

Step-by-Step: Incorporation Process

  1. Structuring: Choose S.A., SRL, or Foundation and define share/quotas and roles.
  2. Documents: Provide KYC (passport, proof of address, references where applicable).
  3. Drafting: Articles of incorporation / foundation charter prepared by counsel.
  4. Filing: Registration with the Public Registry; obtain corporate ID.
  5. Post-incorporation: Corporate book kit, resolutions, and—if needed—licenses.
  6. Banking onboarding: Prepare enhanced KYC/business profile and open accounts.

Banking & KYC in Panama

Panama banks apply rigorous KYC/AML. Expect to show:

  • Passport(s) and proof of address for UBOs, directors, and signatories.
  • Company documents, ownership chart, and source of funds/wealth.
  • Business plan or activity description (invoices, contracts, website helpful).

Timeline: 1–3 weeks on average, depending on profile and bank workload. Remote onboarding may be possible case-by-case.

Taxes: Panama vs US Considerations

  • Panama: Territorial system—foreign-source income generally outside scope. Local source income taxable.
  • US Persons: US tax/reporting still applies (e.g., CFC/GILTI, Subpart F, PFIC, FBAR/FATCA as applicable). Coordinate with US CPA.
  • Withholding & Treaties: Panama has treaties; analyze per transaction flow and counterparties.

This is general information, not tax or legal advice. Always obtain Panama and US tax counsel before acting.

Costs & Timelines

  • Incorporation Typically 3–10 business days after KYC approval.
  • Gov. fees Registration and annual Tasa Única.
  • Professional Varies by entity type, banking assistance, and urgency.

Ongoing Compliance

  • Resident Agent & Registered Office: Maintain continuously.
  • Annual fees: Pay Tasa Única and agent fees.
  • Books & Resolutions: Keep corporate records up to date.
  • Economic substance: Assess per activity; align contracts, invoicing, and management where relevant.
  • Licenses: Obtain sector-specific licenses if operating locally.

Common Use-Cases & Structures

Global services company

S.A. or SRL billing non-Panama clients (foreign-source income).

Holding company

S.A. holding shares in foreign subsidiaries or IP.

Asset protection

Foundation owning investment accounts or real estate SPVs.

Trading hub

S.A. coordinating suppliers and customers internationally.

Talk to a Panama Company Formation Attorney

We’ll map your ideal structure, timeline, banking strategy, and US coordination.

FAQs

How long does incorporation take?

Typically 3–10 business days after KYC approval. Banking may add 1–3 weeks.

Can US citizens legally own Panama companies?

Yes. Panama allows foreign owners. US persons must still comply with US tax/reporting.

What is the difference between an S.A. and an SRL?

S.A. is a corporation with shares and board of directors; SRL uses quotas and is often more closely held. Choice depends on governance, investor profile, and banking preferences.

Do I need to visit Panama?

Often not for incorporation; banking may require in-person identity verification depending on the bank and profile.

What are typical ongoing fees?

Annual Tasa Única, resident agent, and corporate maintenance. Amounts vary by structure and services included.

Costa Rica Corporate Tax 2025 (Law 9428): Rates, Deadlines & Penalties

Sep 19, 2025 | Commercial Law, Taxes

Corporate Tax on Legal Entities in Costa Rica (Law No. 9428): 2025 Rates, Deadlines, Penalties & Practical Guide

Quick take: All Costa Rican legal entities—active or inactive—must pay the annual Corporate Tax under Law 9428. The amount depends on income brackets tied to the official base salary (₡462,200 for 2025). Pay by January 31 to avoid interest, registry restrictions, and potential dissolution after three consecutive unpaid years.

This guide explains who must pay, the 2025 rates, the deadline and how to pay, plus penalties and an annual compliance checklist. It’s designed for international investors and companies evaluating Costa Rica’s corporate tax on legal entities under Law 9428.

Table of Contents

Author: AG Legal Costa Rica • Reviewed by: Corporate & Tax Team • Updated: Sep 19, 2025

Who must pay?

  • Commercial corporations (S.A., S.R.L., partnerships, limited companies).
  • Branches of foreign entities or their legal representative in Costa Rica.
  • Individual limited liability enterprises (E.I.R.L.).

Triggering event: The tax accrues on January 1 each year, or on the incorporation date if registered during the fiscal year.

2025 rates and amounts

Rates are percentages of the official base salary (salario base). For 2025, the base salary is ₡462,200.

Entity / condition Calculation base Rate Amount 2025
Not registered with the Tax Administration (inactive entities) Base salary 15% ₡69,330
Registered with gross income ≤ 120 base salaries Base salary 25% ₡115,550
Registered with gross income > 120 and ≤ 280 base salaries Base salary 30% ₡138,660
Registered with gross income > 280 base salaries Base salary 50% ₡231,100

Gross income brackets are measured in base salaries from the prior period; amounts shown are the percentage applied to ₡462,200.

Deadline & how to pay

Final date without surcharges: January 31, 2025.

  1. Confirm company status (active/inactive; gross income bracket).
  2. Log into your online banking and locate “Impuesto a las Personas Jurídicas”.
  3. Enter the corporate ID and confirm period 2025.
  4. Check the correct amount (table above) and pay before January 31.
  5. Save the receipt for your accounting records.

If incorporated in 2025, the first payment is pro-rated from the registration date.

Penalties and registry effects

  • Interest and surcharges from February 1.
  • National Registry restrictions (e.g., certain filings or certifications blocked until payment).
  • Dissolution after three consecutive unpaid years (Law 9428, Art. 7). Re-registration requires payment of all arrears, interests, and penalties.

Annual compliance checklist

  • 📌 Determine prior-year gross income bracket (≤120, 120–280, >280 base salaries).
  • 📌 Verify status with the Tax Administration (RUT & ATV).
  • 📌 Pay before January 31.
  • 📌 Archive receipt and accounting support.
  • 📌 Review other filings (e.g., income tax D-101 when applicable) and corporate representation validity.

Frequently asked questions

What is the “base salary” and why does it matter?
The official legal parameter used for fines and this tax (Office Clerk I). For 2025 it is ₡462,200; rates apply as percentages of this figure.
Do non-profits pay this tax?
The obligation targets commercial companies, branches, and E.I.R.L. entities. Liability depends on legal form and registration.
Can I pay after January 31?
Yes, but interest and penalties apply. After three consecutive unpaid years, the company faces dissolution.
If I incorporated mid-year, do I pay the full amount?
No. The first-year payment is proportional from the National Registry registration date.
How do I determine my bracket?
Use the prior year’s gross income to classify ≤120, 120–280, or >280 base salaries.

Talk to a tax lawyer

Need help paying, classifying your bracket, or regularizing past years? Our team handles payments, arrears, and registry procedures.

REQUEST A CONSULTATION

Private Interest Foundation Panama

Aug 25, 2025 | Commercial Law

Private Interest Foundation in Panama: 2025 Legal Guide for Families, Businesses, and Asset Protection

Quick take: A Panama Private Interest Foundation is a civil law structure for wealth management and estate planning. Its assets are legally separate from the founder and beneficiaries. It is not used for direct commercial operations, but it can hold shares in operating companies. Management lies with the Foundation Council, and an optional Protector may supervise key decisions. The structure is subject to Panama’s AML/CFT and FPADM regime.

In this clear, up-to-date guide we cover the key features, legal advantages, governance roles (Founder, Council, and Protector), limitations, compliance, and the steps to establish a private interest foundation in Panama. The goal is to help international investors, families, and businesses—especially in the United States—evaluate whether this structure fits their asset protection and succession planning strategy.

Table of Contents

Author: AG Legal Panama • Reviewed by: Corporate & Wealth Planning Team • Updated: Aug 25, 2025

What is a Panama Private Interest Foundation?

A Private Interest Foundation is a civil law structure created by a foundation charter for asset management and planning. It is not a commercial corporation nor an Anglo-American trust, though it shares certain wealth planning goals. The design enables legal segregation between the foundation’s assets and the personal assets of the founder and beneficiaries, so the foundation’s assets do not respond to personal liabilities of the founder or beneficiaries.

Benefits and common uses

  • Asset segregation: foundation assets constitute a separate estate from the founder/beneficiaries.
  • Succession planning: designate beneficiaries and distribution rules (letters of wishes, bylaws, guidelines).
  • Flexible governance: a Foundation Council with generally at least three adult members; one or more Protectors may be appointed.
  • Multi-jurisdiction reach: may hold assets in different jurisdictions and own equity in companies.
  • Confidentiality & purpose focus: not intended for direct commercial profit; prioritizes long-term wealth goals.

For legal purposes, the foundation’s assets form a separate estate. Generally, they cannot be subject to attachment, garnishment, or precautionary measures for personal debts of the founder or beneficiaries; however, they can respond for the foundation’s own obligations, for damages arising from the execution of its purposes, or to satisfy legitimate rights of beneficiaries.

Foundations are not used for direct commercial activities. They may, however, hold interests in companies that carry out business operations. They are subject to the Republic of Panama’s AML/CFT and FPADM compliance framework.

Who can establish it and with what initial assets?

One or more natural or legal persons may establish a foundation—directly or through representatives—while complying with legal formalities. An initial endowment (affected to the purposes of the charter) is required. The initial estate may be increased over time by the founder or by third parties. (Specific amounts and formalities should be confirmed on a case-by-case basis.)

Governance: Founder, Council, and Protector

  • Founder: the individual or company that creates the foundation and makes the initial contribution.
  • Foundation Council: responsible for administration; as a general rule, at least three adult members. A company may act as founder and as the sole member of the Council (corporate model).
  • Protector(s): supervises and may intervene in Council actions; can be granted voting rights over certain decisions.
  • Beneficiaries: those who may receive benefits under the foundation’s purposes and rules.
  • Key documents: Foundation Charter and, if desired, Bylaws / letter of wishes with private instructions.

Compliance and transparency (AML/CFT – FPADM)

Private interest foundations fall within Panama’s AML/CFT and FPADM framework. Appropriate due diligence, ultimate beneficial owner verification, and any periodic obligations must be addressed. Local legal advice is essential to define processes and supporting documentation.

Permitted and prohibited activities

  • Permitted: wealth administration; holding shares/interests in companies; investments; donations and philanthropic aims.
  • Not permitted (directly): commercial operations for profit. For operating businesses, the foundation may own a separate operating company.

Quick comparison: foundation vs. trust vs. corporation

  • Private Interest Foundation (civil law): assets affected to purposes; asset segregation; Council/Protector governance; succession and administration focus.
  • Trust (common law): fiduciary separation; a trustee with fiduciary duties; widespread in common law jurisdictions.
  • Corporation: created for commercial profit; not designed for estate planning (limited liability rules apply, but purpose differs).

How to set up a Private Interest Foundation in Panama (step by step)

  1. Define purposes and beneficiaries: wealth objectives, distribution rules, and governance guidelines.
  2. Choose name and Founder(s): individual(s) or company; appoint the Foundation Council (or a company) and Protector(s) if applicable.
  3. Draft the charter and, where appropriate, the Bylaws / letter of wishes.
  4. Provide the initial endowment allocated to the foundation’s purposes (future increases are possible).
  5. Registered agent and filings with the relevant authorities.
  6. Compliance: set up due diligence processes, UBO verification, and supporting documentation.
  7. Governance & controls: Council protocols, Protector’s powers, and internal records.

Frequently asked questions

Do foundation assets respond for the founder’s or beneficiaries’ personal debts?
Generally, no. The foundation estate is separate and does not respond to their personal liabilities.
Can the foundation carry out commercial activities?
Not directly. It may, however, hold shares in companies that perform the commercial activity.
Who manages the foundation?
The Foundation Council (generally at least three adult members). A Protector may be appointed with supervisory powers and, in some cases, voting rights.
Who can establish it?
One or more natural or legal persons, directly or through representatives, subject to legal formalities.
Is it subject to AML/CFT?
Yes. Appropriate due diligence and applicable obligations under Panama’s AML/CFT and FPADM framework must be observed.

Speak with our lawyers in Panama

Want to determine whether a Panama Private Interest Foundation fits your family or business planning? Our team offers end-to-end advice.

REQUEST A CONSULTATION

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

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.

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