Procedure to Incorporate
By presentation of the proposed corporation's
signed Articles of Incorporation before a Notary Public who
creates a Public Deed for registration at the Public Registry.
Restrictions on Trading
Private banking, public finance, investment
funds, collective investment schemes, and pension funds are
allowed, but the Government must authorize operations. Insurance
and the distribution of petrol, gasoline, and diesel are
prohibited as they are state owned monopolies. There are also
restrictions placed on the provision of utility services such as
telecoms and power. Trustee services are permitted.
Language of Legislation and Corporate Documents
Spanish
Registered Office Required
Yes, must be maintained in Costa Rica at the
address of the Registered Agent.
Name Approval Required
Yes.
Shelf Companies Available
Yes.
Time to Incorporate
3-4 weeks, subject to name approval.
Name Restrictions
A name that is similar to or identical to an
existing company. Names of well known companies incorporated
elsewhere or a name that implies government patronage.
Language of Name
Names may be expressed in any language using
the Latin alphabet. The Registrar requires a Spanish translation.
Names Requiring Consent or a License
Bank, savings, assurance, reinsurance, fund
management, investment fund, or their foreign language
equivalents. "Trust" or "Trustee" is permitted.
Suffixes to Denote Limited Liability
"Sociedad Anónima" or the abbreviation "SA."
Disclosure of Beneficial Ownership to Authorities
No requirement.
COMPLIANCE
Authorized and Issued Share Capital
The standard authorized share capital is
Colones 10,000 divided in to 100 common voting shares of Colones
100 each however 25% of the issued capital must be paid up on
incorporation. The capital may be expressed in any convertible
currency. The minimum issued capital is one share at par value.
Classes of Shares Permitted
Preference shares and registered (nominal)
shares.
Taxation
No corporation tax is levied on non-Costa Rican
sourced income.
Tax Return
The Company must file a tax return annually
irrespective of whether it is liable for pay tax on its income.
Double Taxation Agreements
Only Tax Information with the USA.
Investment Protection Treaties
Germany, France, Romania, Chile, Great Britain
and Switzerland.
Government Fees
Annual Return US$ 51 is payable.
Financial Statement Requirements
Whilst there is no requirement to file audited
accounts with the authorities, a company is required to keep
financial records, which reflect the financial position of a
company
Board of Directors
Costa Rican companies are required to appoint a
minimum of three officers (president, secretary and treasurer) who
may also be the directors, and may or may not have Costa Rican
citizenship. Additionally, one statutory comptroller (any natural
person) is required. Meeting can take place anywhere in the world
provided that provision is made for this in the Articles.
Shareholders
The minimum initial number of shareholders
(subscribers) at the time of incorporation is two; thereafter a
single shareholder is permitted which may be an individual or body
corporate.
Meetings of Shareholders
Must take place annually and can be held
anywhere in the world provided that provision is made for this in
the Articles.
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Costs and detail
-
Company formation including the following
services: 690,- us$
-
Name check
-
Preparation of memorandum
-
Preparation of articles
-
Preparation of registration forms
-
Filing with the registrar of companies
-
Payment of filing fees
-
Certificate of incorporation
-
Share certificates
-
Premium binder with all certificates
-
Minutes of board meetings
-
Resolution to open a bank account
-
Resolution to rent an office
-
Resolution to appoint a company lawyer
-
Resolution to appoint an accountant
-
Employment agreement
-
Employee nondisclosure agreement
-
Employee invention agreement
-
Unlimited power of attorney
-
Limited power of attorney
-
Sales contracts
-
Register of directors
-
Register of shareholders
-
CD-ROM with business forms and templates
Shipping:
1 year registered office 90,- us$
1 year registered agent 90,- us$
1 year maintenance and offshore flat tax 490,- us$
Company formation fees | Costa Rica IBC 1.360,- us$
You have further
questions?, our consultants will be pleased to assist you!