Company formation in Costa Rica

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Important: a non-resident's right to own the company does not automatically grant a right to live, work or manage it from that country. Immigration, work permits, substance, effective management and tax residence are assessed separately.

• —Operating subsidiaries with Costa Rican customers, a team, premises, tourism, services or trade.
• —A closely held owner-managed business through a quota-based S.R.L.
• —A share-based investment or group structure through an S.A. with appropriate governance and tax planning.

• —A Sociedad de Responsabilidad Limitada (S.R.L.), a quota-based limited-liability company for closely held ownership.
• —A Sociedad Anónima (S.A.), a share corporation with a board/officeholders and formal corporate governance.
• —A branch of a foreign company, the registered branch of an existing overseas entity.
• —A civil, general or limited partnership, specialist alternatives that are rarely the default for a scalable commercial business.

• —An S.A./S.R.L. is formed by public deed before a Costa Rican notary; a new cash/securities-capital filing is submitted electronically through CrearEmpresa/TramiteYa.
• —Foreign founders may act through an approved power of attorney; the notary confirms apostille/legalisation, translation and appearance method.
• —The entity states a Costa Rican domicile/contact, capital in a permitted currency, shareholders/quotaholders and administration/representation.
• —Resident-agent notification rules are transitioning to an electronic-address regime under Law 10597; the notary confirms the current filing-date requirement.
• —The company registers for tax/activity, files the annual RTBF beneficial-owner declaration and obtains municipal/sector permits before applicable operations.

• —A passport or other acceptable ID for every founder, director, manager, signatory and ultimate beneficial owner (UBO).
• —Proof of residential address and tax residence; the registrar, agent, bank or other reviewer sets the document-validity period.
• —A transparent ownership chart through to natural persons and, for a corporate participant, registry documents, good standing and authorised resolutions.
• —A description of the product, markets, counterparties, expected turnover, source of funds and source of wealth, supported by evidence.
• —The name, Costa Rican domicile/electronic contact, purpose, duration, capital, shares/quotas, founders and board/managers/representatives.
• —The public deed, electronic registry form, notarial testimony and initial corporate books/appointments.
• —Apostilled foreign ID/entity/authority documents and Spanish translation; tax, RTBF and address/activity evidence.
• —Municipal patent, health/tourism/environmental/sector and CCSS/payroll documents where the activity requires them.

1. 01Select an S.R.L., S.A., branch or specialist form based on owners, governance, tax, licensing and operations.
2. 02Engage a Costa Rican notary, approve the foreign power-of-attorney/apostille/translation route and check the current electronic-contact/resident-agent rule.
3. 03Execute the public deed; the notary submits the electronic CrearEmpresa/TramiteYa form to the National Registry.
4. 04After registration, establish tax/activity, RTBF, books, accounting, CCSS/payroll and municipal/sector permits.
5. 05The banking application begins after the legal/tax file, UBO, signatory and business-evidence preparation.

• —Costa Rican tax analysis considers territorial/source rules and current treatment of local and qualifying cross-border income based on actual operations.
• —Corporate income tax, VAT, withholding, payroll/CCSS, municipal patents and property/transfer taxes apply as triggered.
• —Foreign management/owners, CFC, permanent-establishment and treaty/withholding treatment remain subject to their home and counterparty jurisdictions.

General overview, not personal tax or legal advice. Rules are rechecked before filing.

• —A bank reviews the legal-person ID, public deed/personería, tax/activity status, RTBF/UBO, signatories and source of funds/wealth.
• —Local operating evidence includes the address, municipal/sector permits, contracts, customers/suppliers, website and projected flows.
• —A bank may require a local representative/signatory or in-person/video verification; notarial electronic filing does not guarantee an account.

• —Annual corporate tax/registry standing, statutory books and accounting/tax returns under current rules.
• —The RTBF beneficial-owner declaration is filed in the prescribed annual period and updated upon applicable changes.
• —Board/manager, legal-representative, ownership, domicile/electronic-contact and capital changes are recorded and filed as required.
• —Municipal patents, licences, CCSS/payroll and sector/environmental/tourism renewals apply according to operations.

• —The resident-agent/electronic-address transition makes old static checklists unreliable; the notary must confirm the live filing requirement.
• —Company registration without tax activity, RTBF, a municipal patent or sector permit does not authorise launch of the underlying business.
• —Incorporation does not conceal ownership or disapply AML/KYC. Registered agents, registries, tax authorities and financial institutions may obtain and verify UBO information.
• —The place of incorporation does not automatically determine tax residence. Effective management, permanent establishment, CFC, withholding and the owners' personal residence require separate analysis.
• —Company registration does not grant a regulated-activity licence, immigration status or a bank account.

• —Coordination of the Costa Rican notary, power of attorney/apostille, TramiteYa/National Registry, RTBF and tax/licensing hand-off.
• —Comparison of entity forms, ownership structure, tax links and substance requirements before filing.
• —Coordination of the registered agent, notary or local representative, translations, apostille and the complete corporate file.
• —Preparation of a bank-ready KYB data room and responses to legitimate compliance requests; approval and timing remain with the bank or EMI.
• —Accountant hand-off and creation of an annual-return, BO, tax, licence and substance compliance calendar.

The exact Basic scope and all exclusions are listed in the pricing section above. Non-standard structures and external costs are agreed before payment.

Requirements checked on August 9, 2026. Before filing, we recheck rules, forms, fees and restrictions with the registration authority.