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Since 2010, Costa Rica has enjoyed strong and stable economic growth. It currently has a great variety of exports that conform the backbone of the country’s economy (Bananas, Beef, coffee and sugar among others). In addition, it has the US-Central American-Dominican Republic Free Trade Agreement (CAFTA-DR). These and great political stability have made Costa Rica a key spot in the world for offshore investors to set up businesses with exceptional success prospects
Doing Business in Costa Rica - Provided is a detailed guide on the process for incorporating a company in Costa Rica, including information on the types of companies in costa Rica, the duration to form a company in Costa Rica, information about the initial capital requirements for a new legal entity in Costa Rica and other key requirements for establishing a company in Costa Rica. Furthermore, the steps on how to form the most common type of company in Costa Rica and to open a corporate bank account are provided.
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Company Formation Process in Costa Rica?
1. Costa Rica – How to Form a
Company in Costa Rica?
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2. ABOUT US
The Biz Latin Hub Group was established in 2014 to
assist both local and foreign companies doing business
in Latin America, by providing a full suite of multilingual
Commercial Representation and Back-Office Services.
The group is owned and managed by an experienced
team of local and expat professionals, dedicated to
assisting clients to navigate their way through the
complexities of Latin American business environment.
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Step 1 – Choose the Style of Legal
Structure for Your Business Needs
Corporation
(S.A.)
There are number of different legal
structures you can choose from when
forming your company:
• Corporation – Sociedad Anonima (S.A.)
• General Partnership – Sociedad en Nombre
Colectivo
• Limited Partnership – Sociedad de
Responsabilidad Limitada
The majority of companies that are set up
in Costa Rica are Corporations.
This presentation will outline the process
of setting up a:
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Key Considerations When Forming a
Company in Costa Rica
• Yes
Is Foreign Ownership Allowed?
• No
Minimum Capital?
• 2-3 weeks
How Long Does it Take
(Including bank account)
• Yes
Requires a Fiscal Address and
Legal Representation?
• Costa Rican Colon & USD
Currency
• 2
Min Number of Shareholders
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Step 2 – Power of Attorney
Get the ball rolling…
• Whether you have someone you trust
in Costa Rica, or you need to hire the
services of a third party to incorporate a
company on Costa Rican soil, a power
of attorney must be drafted and signed.
• The idea is to provide the agent with all
information/documentation required to
represent you or your company in the
country so that he/she can form the
company in a lawful manner.
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Step 3 – (Registration) Company Name
An Important Step…
Costa Rican law says that companies must
have a unique name that cannot be
mistaken with any other company’s name.
The name should be followed by Sociedad
Anόnima or the initials S.A.
The company name must be approved and
registered with the Registro de Marcas de
Comercio.
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Step 4 – Bank account
Getting formal…
The procedure to open a bank account in
Costa Rica is very similar to that in other
countries. Costa Rica has a private and
public banks; international banks offer
more amenities to expats, while local
banks have more ATM machines and also
offer deposits that are insured by the
state.
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Step 5 – Accountancy
Get it in the books…
Another step is to create three sets of
minute books and accountancy records.
One set is for the directors use, one is for
the shareholders and the third must be
kept in the registered company office.
The company must file an annual tax
return irrespective of whether it is liable to
pay tax on income.
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Step 6 – Board of Directors
The board of directors is comprised of a:
• President - who legally represents the
corporation.
• Secretary – which is in charge of the
corporation books/records and the
Treasurer in charge of financial affairs.
Company Board of Directors
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Step 7 – Fiscal Agent
The fiscal agent is the company accountant
whose duties include overseeing the board
of directors in addition to reporting to the
shareholders. The Fiscal Agent can be any
person but can't have relation to the board
members.
Another requirement…
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Registration time
To create a company in Costa Rica, it is
necessary to appear before a Public
Notary and sign the Public Document.
Four (4) board members are required,
including the President, who is commonly
the company’s legal representative. All of
the board members, along with the
shareholders, need to sign the Public
Document at the same time.
In the case that the shareholders cannot
attend in person, it can be completed
through a legalized/apostilled Power of
Attorney.
Step 8 – Public Notary
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