Other services · corporate
Start or run a company in Costa Rica.
A company is no longer a passive vehicle: it has to be structured, registered to operate and maintained. This is the sequence, with the decisions that matter at each step.
The sequence
Five steps, in this order.
01Choose the structureOpen
S.A. for investment, real estate and governance-heavy structures. S.R.L. for closely held companies, family businesses and consultancies. The choice affects control, liability, banking and tax, so it comes before the name.
02Name and brandOpen
Companies are identified by their corporate ID number, not by a unique name. If you will trade under a brand, protect it separately with a trademark or trade name registration.
03IncorporateOpen
Deed, shareholders, directors or managers, capital and powers of attorney. Incorporation usually takes one to two weeks once the structure and the documents are ready.
04Register to operateOpen
Tax registration, municipal business licence (patente), and any sector permit: health, tourism, environment or financial. A company can exist and still not be allowed to operate.
05Maintain itOpen
Beneficial ownership declaration, annual corporate tax, inactive or active filings, accounting and the corporate email. Maintenance is the part that keeps the company bankable.
The detail
Everything that decides whether it works.
S.A. or S.R.L.: what actually changes+
The Sociedad Anónima is the traditional vehicle, with a board: president, secretary, treasurer and fiscal. It suits investment, property holding and structures where governance matters. The Sociedad de Responsabilidad Limitada is simpler and more flexible, managed by one or more managers, and is often the better fit for family businesses, consultancies and private investment. Neither is superior: the right answer depends on ownership, control, liability and how the bank will read the structure.
The name is not the brand+
Costa Rica now identifies companies mainly by their corporate ID. A corporate name does not protect a commercial identity. If the business will trade under a brand, a project name or a client-facing identity, that protection is a separate trademark or trade name filing. A corporation lets you operate; a trademark protects how the market recognises you.
How the company acts: representatives and powers+
A company is a legal person but cannot sign by itself. It acts through apoderados. A general power allows broad representation, often with monetary limits and exclusions. A special power covers one purpose: opening a bank account, filing beneficial ownership, handling a municipal procedure or signing a specific contract. For foreign shareholders, a well-designed power structure is what allows the company to operate without handing over control.
Annual compliance, in order+
Beneficial ownership declaration through the transparency registry, which needs a valid Costa Rican digital signature or a representative with authority. Annual corporate tax, commonly around USD 200 to 400 depending on active or inactive status. Inactive companies still file an informative declaration of assets, liabilities and equity. Active companies add monthly VAT, annual income tax, accounting records and electronic invoicing where applicable. And the corporate email and registry details have to stay current.
Permits: incorporation is not a licence to operate+
Most commercial activity needs a municipal business licence, the patente municipal, and the requirements vary by municipality, activity, zoning, public access and health or safety. Financial or quasi-financial activity may need analysis or registration under the SUGEF framework, which is not the same as being a supervised bank. Consumer-facing models such as timeshare, vacation plans or prepaid structures may require MEIC review. Tourism, health, environment and professional activities bring their own authorities.
Tax: where the activity happens+
Costa Rica applies a territorial system: income generated inside the country is taxed, foreign-source income generally is not. Corporate income tax can range from 0% to 30% depending on the activity and the regime, and dividends distributed to shareholders generally carry a 15% withholding. PyME certification and the free trade zone regime can change the outcome for qualifying businesses. The analysis is about where the work is performed, where decisions are made and where value is created.
Capital and operational substance+
Companies can often be incorporated with modest capital, but regulated activities, licences, banking due diligence, tenders and investor arrangements may demand more. Capital chosen at random tends to surface later, when the bank asks for the economic rationale or a permit application is reviewed.
Getting the company bankable+
Banks read the structure before they read the business plan: who owns it, who signs, what the activity is, where the money comes from and how the company is maintained. A clean deed, coherent powers, a registered tax status and an up-to-date compliance file shorten the account opening. A company with unclear ownership or a dormant compliance file does the opposite.
Tax regimes
Three ways a company can pay less, or nothing.
The regime matters more than the rate. We assess which one the activity can access, and we can obtain it for the company.
Territorial system · 0% on foreign-source incomeNo application+
Costa Rica taxes income produced inside the country. If the services are performed abroad, or the income is generated outside, the analysis can land at 0% Costa Rican income tax without any special regime. It is not automatic: the file has to show where the work happens, where decisions are made and where value is created.
Free trade zone · 0% during the initial periodWe can obtain it+
For approved international operations, the free trade zone regime grants 0% income tax during the initial period and reduced rates afterwards. It requires an application, a business plan, investment and a physical operation in the country, and the term of the benefit depends on the regime and the approval. We prepare and file the application.
PyME certification · reduced rates and exemptionsWe can obtain it+
Qualifying small and medium businesses can access reduced rates or temporary exemptions. Eligibility depends on size, activity and registration, and the certificate has to be maintained. We assess it at formation, obtain it where it fits and keep it current.
Start the file
Who owns the company, and what will it do.
Reality check
“Inactive” does not mean free of obligations. An inactive company still files, still pays the annual corporate tax and still has to keep its beneficial ownership current. Most problems we see are not incorporation errors; they are maintenance gaps discovered years later, usually when a bank or a notary asks for the file.
Next step
Scope the structure before the deed.
Tell us the activity, the owners and how the company will be used. We confirm the structure, the permits and the compliance load, then send a fixed fee in writing.