Inactive Companies Income Statement

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

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

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

Companies in Costa Rica

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

Types of Companies in Costa Rica

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

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

Key Decisions When Forming a Corporation

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

Sociedad Anónima (S.A.)

How Does an S.A. Work?

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

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

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

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

Incorporation of an S.A.

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

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

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

What is an LTDA?

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

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

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

Suitable for SMEs and international business.

Incorporation of an LTDA

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

Differences Between S.A. and LTDA

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

Frequently Asked Questions About Starting a Company in Costa Rica

Can a foreigner open a company in Costa Rica?

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

What is the best type of company for international investors?

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

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

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

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

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

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

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

Start Your Business in Costa Rica with Confidence

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

Get a Free Consultation →

 

 

Reinstaling of dissolved companies

🧾 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

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

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

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

 

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

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

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

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

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

TAX OBLIGATIONS

INACTIVE COMPANIES

               DUE DATE

FILING OF D-140 FORM

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

CORPORATE TAX

January 31st

EDUCATION AND CULTURE STAMP

From February to March

UBO

April 30th

INCOME TAX RETURN (FORM D-101)

March 15th

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