Company Formation in Costa Rica
Register a company in Costa Rica through the S.A. or S.R.L. structure, with notarized incorporation, tax registration, and beneficial-ownership compliance handled correctly from the start.
Formation Timeline
6-10 weeks
Tax ID
Cédula Jurídica
Primary Registry
Registro Nacional
How to Set Up a Company in Costa Rica
Foreign investors in Costa Rica typically incorporate as a Sociedad Anónima (S.A.), which offers freely transferable shares and a formal board, or a Sociedad de Responsabilidad Limitada (S.R.L.), which is simpler to govern with a single manager. Both require at least two shareholders and have no statutory minimum capital. Incorporation is executed as a notarial deed (escritura pública) before a notario público, who in Costa Rica must be a licensed attorney, and registered with the Registro Nacional. As of a 2025 law change, companies no longer need a Costa Rica-resident agent; instead, an official company email must be registered in the incorporation deed. Once registered, the company obtains its Cédula Jurídica (tax ID) from the Ministerio de Hacienda. Incorporation itself can take as little as 1 to 2 weeks once documents are ready, but foreign founders using an apostilled power of attorney should expect closer to 6 to 10 weeks end to end, including corporate bank account opening.
Key Requirements
Entity type: Sociedad Anónima (S.A.) for transferable shares and formal governance, or Sociedad de Responsabilidad Limitada (S.R.L.) for simpler single-manager governance, Costa Rica's two standard vehicles for foreign investors
Minimum capital: none set by law for either entity type
Registering agency and tax authority: the Registro Nacional records the incorporation through its Registro de Personas Jurídicas, and the Ministerio de Hacienda issues the Cédula Jurídica (tax ID)
Notarization: required. Incorporation is executed as a notarial deed (escritura pública) before a notario público, who in Costa Rica is a licensed attorney
Foreign-shareholder specifics: a resident agent is no longer required since a 2025 law change; companies now register an official email address in the incorporation deed instead, and foreign corporate documents and powers of attorney typically need an apostille and certified translation
Beneficial-owner registration: companies must file beneficial-ownership information with the Central Bank's transparency registry (RTBF) during the annual filing window, a real compliance step with financial and registry consequences for missing it
Common Challenges
Missing the RTBF beneficial-ownership deadline blocks other registry actions
Companies that miss the annual beneficial-ownership filing window face a fine tied to gross income and are placed on a non-compliant list, which prevents obtaining certificates of legal standing or registering other documents with the Registro Nacional until it's resolved.
The annual corporate tax applies even to dormant companies
Costa Rica charges an annual tax on legal entities, including inactive shell companies, due each January. As of 2026 it generally can't be paid from abroad online, so the company needs either a Costa Rican bank account or someone able to pay in person, and three consecutive unpaid years can trigger dissolution.
The municipal business license is separate from national registration
A patente municipal from the municipality where the company operates is required before commercial activity begins, in addition to Registro Nacional and Hacienda registration, with requirements that vary by municipality.
How NavviPal Helps
End-to-end S.A. or S.R.L. formation, from the notarial deed through Registro Nacional filing and Cédula Jurídica registration with Hacienda
Official company email registration and ongoing corporate housekeeping now that the resident-agent requirement has been replaced
RTBF beneficial-ownership filing handled within the annual window, so the entity never loses its ability to obtain certificates or register documents
Ongoing guidance on the annual corporate tax and municipal business license so a dormant or active entity never falls out of compliance
More on Costa Rica
Explore related services and topics for Costa Rica.
Ready to manage Company Formation in Costa Rica?
NavviPal handles every step so you can focus on building your business, not navigating bureaucracy.