Jurisdictions Centre

Costa Rica Offshore Company Information

	Key Corporate Features
	General
	Type of Company :		Stock Corporation
	Political Stability:		Excellent
	Common or Civil Law:		Civil
	Shelf Company availability:		Yes
	Our time to establish a new company:		3-4 weeks
	Corporate taxation:		Nil
	Disclosure of Beneficial Owner:		No
	Language of name:		Any
	Corporate Requirements
	Minimum Number of Shareholders/Members:		Two
	Minimum Number of Directors/Managers:		Three plus one statutory comptroller
	Corporate Directors/Managers permitted:		Yes
	Company Secretary required:		Yes
	Usual authorised Capital:		Colones 10,000
	Local Requirements
	Registered Office/Agent :		Yes
	Company Secretary:		No
	Local Directors:		No
	Local Meetings:		No
	Government Register of Directors/Managers :		Yes
	Government Register of Shareholders/Members:		No
	Annual Requirements
	Annual Return:		Yes
	Submit Accounts:		No
	Recurring Government Costs
	Annual Return Filing Fee :		US$ 51
	Migration of Domicile Permitted		Yes

Situated in the geographic centre of the Americas, Costa Rica shares borders with Nicaragua to the Northwest and Panama to the Southeast, and is bordered on the South by the Pacific Ocean and on the North by the Caribbean Sea. It is small in area (51,060 sq km), but nevertheless it is host to an enormous biodiversity.

» Language

Spanish is the official and spoken language. English is also spoken widely in urban areas and is often used in commerce and international trade.

» Currency

Costa Rican Colon (¢)

» Exchange Control

None.

» Type of Law

Based on French Civil Law.

» Principal Corporate Legislation

Commercial Code, Law No. 3284, passed on September 19, 1964, and its subsequent amendments.

» Type of Company for International Trade and Investment

Generally, stock corporations are incorporated as "Sociedades Anónimas" under the Commercial Code, articles 102 ff.

» Procedure to Incorporate

By presentation of the proposed corporation's signed Articles of Incorporation before a Notary Public who creates a Public Deed for registration at the Public Registry.

» Restrictions on Trading

Private banking, public finance, investment funds, collective investment schemes, and pension funds are allowed, but the Government must authorize operations. Insurance and the distribution of petrol, gasoline, and diesel are prohibited as they are state owned monopolies. There are also restrictions placed on the provision of utility services such as telecoms and power. Trustee services are permitted.

» Language of Legislation and Corporate Documents

Spanish

» Registered Office Required

Yes, must be maintained in Costa Rica at the address of the Registered Agent.

» Name Approval Required

Yes

» Shelf Companies Available

Yes

» Time to Incorporate

3-4 weeks, subject to name approval.

» Name Restrictions

A name that is similar to or identical to an existing company. Names of well known companies incorporated elsewhere or a name that implies government patronage.

» Language of Name

Names may be expressed in any language using the Latin alphabet. The Registrar requires a Spanish translation.

» Names Requiring Consent or a Licence

Bank, savings, assurance, reinsurance, fund management, investment fund, or their foreign language equivalents. "Trust" or "Trustee" is permitted.

» Suffixes to Denote Limited Liability

"Sociedad Anónima" or the abbreviation "SA."

» Disclosure of Beneficial Ownership to Government Authorities

No requirement.

» Authorised and Issued Share Capital

The standard authorised share capital is Colones 10,000 divided in to 100 common voting shares of Colones 100 each however 25% of the issued capital must be paid up on incorporation. The capital may be expressed in any convertible currency. The minimum issued capital is one share at par value.

» Classes of Shares Permitted

Preferred shares and registered (nominal) shares.

» Taxation

No corporation tax is levied on non-Costa Rican sourced income.

» Tax Return

The Company must file a tax return annually irrespective of whether it is liable for pay tax on in its income.

»Double Taxation Agreements

Only Tax Information with the USA.

» Investment Protection Treaties

Germany, France, Romania, Chile, Great Britain and Switzerland.

» Government Fees

Annual Return US$ 51 is payable.

» Financial Statement Requirements

Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which reflect the financial position of a company

» Board of Directors

Costa Rican companies are required to appoint a minimum of three officers (president, secretary and treasurer) who may also be the directors, and may or may not have Costa Rican citizenship. Additionally, one statutory comptroller (any natural person) is required. Meeting can take place anywhere in the world provided that provision is made for this in the Articles.

» Shareholders

The minimum initial number of shareholders (subscribers) at the time of incorporation is two; thereafter a single shareholder is permitted which may be an individual or body corporate.

» Meeting of Shareholders

Must take place annually and can be held anywhere in the world provided that provision is made for this in the Articles.

 

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Disclaimer

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.