Costa Rica is a democratic country located in Central America. Recently becoming popular due to tax system (territorial) and the availability of a Data Processing License, very popular among gambling websites, it offers two types of companies: The “Sociedad de Responsabilidad Limitada”, also referred to as “S.R.L.”, “Limitada” or “Ltda” and the “Sociedad Anónima”. In both cases, the assets of the shareholders are not to be confused with the assets of the companies and therefore protected from the creditors of the companies.
The special features of the S.R.L. are mainly the following:
(a) Shares cannot be transferred to non-shareholders without the previous express consent of the other shareholders, who have a right of first refusal to purchase them.
(b) These companies require, for their administration, no more than one individual (Manager).
The “Sociedad Anónima”, also referred to as “S.A.”, is the most widely used corporate structure in Costa Rica. It is pretty flexible and its legal treatment is extensive. In general terms, it can have any amount of social capital (usually a low amount is used without any negative consequence) divided in as many shares as the investor desires (normally structured in a way in which they can be divided in as many shareholders that can be previewed, since such shares are, by law, not divisible).
The S.A. has many features, of which the most important are:
(a) The positions of President, Secretary and Treasurer are legally mandatory and must be occupied by three different individuals
(b) It must have a Board of Directors of at least three members, as well as one Comptroller, who must not hold any powers of attorney on behalf of the company.
(c) Shares can be transferred to any non-shareholder without the approval of the other shareholders.
(d) By-Laws can be issued and they can be amended at any time through a Meetings of Shareholders. Voting by proxy is allowed.
(e) It is possible to establish special features for the protection of minorities and their voting rights.
(f) The legal representatives (those that have the power to represent the company) are liable for any actions taken against the interest of the company and/or its shareholders.
(g) They must have three corporate books (shareholders meetings, shareholders registry book, and board of directors meeting book) and three accounting books. These books must be authorized by the local tax authorities and are a requirement for implementing any change in the company’s By-Laws or its power of attorney structure since no shareholders meeting can be held without being recorded in the specific book authorized for such purposes.
The Costa Rican government passed a law that requires the mandatory disclosure of the shareholders and or beneficial owners of any corporate entities registered in Costa Rica. The filing obligation was originally set for March of 2019 but the tax department extended that deadline to September of 2019 so that they could publish the corresponding regulations and procedures for compliance.
The objective of this law is to identify all the shares of each legal entity registered in Costa Rican and then disclose the direct shareholders or the beneficial owners of those shares.
The current international view of Bahamas by International Organizations.
|International Organization||White List||Grey List||Black List|
Company registration US$1,000.00
- Articles of incorporation.
- Certificate of incorporation.
- Registered address and Agent.
- Share certificate(s).
- Resolution naming the director and issuing the shares of the company
- Annual license fee
- Registered address and Agent.
- Verification the company complies with local legislation.
|OPTIONAL SERVICES||FEES IN USD|
|Apostille per document or set||US$75.00|
|Notarization of documents (per doc)||US$50.00|
|General powers of attorney (if we provide nominee)||US$150.00|
|Nominee director (yearly) *||US$500.00|
|Nominee shareholder (yearly) *||US$500.00|
|Transfers in||Please contact us|
|Transfers out (exit fee)||US$400.00|
|Resolutions post incorporation||From $150.00|
* Nominee directors and nominee shareholders are provided by our Panama office. Should you require nominees to be provided in Costa Rica please inform us accordingly.