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GLOBAL INFO

Costa Rica

COUNTRY:

COSTA RICA

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

Sociedad Anónima, “S.A.” (Corporation).

Sociedad de Responsabilidad Limitada, “S.R.L.” (Limited Liability Company).

 

2.      Which is the most preferred company form by foreign investors?

“S.A.” for larger investments.

“SRL” for smaller investments. SRL is typically recommended for US citizens for tax purposes.

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

There are no minimum capital requirements.

Must pay in cash at least 25% of the value of each share.

S.A.: can issue common and preferred stock, easily transferred to third parties (endorsement of shares).

SRL: the capital stock is divided into individual registered quotes.

 

4.      What are the basic rules of shareholders liability for company debts in this company?

No personal liability for obligations of the entity. The liability of the shareholders is limited to their capital contribution.

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

S.A.: managed by a Board of Directors: no less than a President, a Secretary and a Treasurer.

SRL: one or several managers usually designated to manage the business.

Only natural persons can be part of the board of directors or managers. There are no nationality requirements. Directors or managers are not required to be either residents or nationals of Costa Rica.

6.      How long does the registration procedure of this company take?

Between 5 hours and 1 day through the Public Registry’s electronic system.

Non-electronic incorporation is mandatory if a shareholder contributes certain assets (e.g. a land, a vehicle) when forming the corporation, and it may take 2-4 weeks.

7.      What are the main costs of formation of this company in local currency?

They start at about ¢108.000,oo (US$ 200,oo). Costs vary depending on the initial capital stock.

+ Corporate tax (US$ 200- 400,oo), currently suspended.

+ Shipping, translations…

+ Resident agent fees (US$ 200,oo).

8.      What is the average attorney’s fee of the formation of this company in local currency?

They made range from ¢270.000,oo (US$ 500,oo) to ¢1.080.000,oo (US$ 2.000,oo) depending on the complexity of the articles of incorporation.

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

A Notary Public must record the articles of incorporation.

Must file articles of incorporation and all changes with the Public Registry.

Must publish a short summary of each change in the official gazette (except for changes in the Board of Directors and/or Management).

Financial reports are usually private.

10.   What are the main auditor requirements?

-        No obligation to appoint an auditor (except for regulated corporations, e.g. banks, public utilities…, and public companies). S.A must have a Controller to supervise the Company´s operations and financial statements.