I´ve had many inquires about the use of having a corporation in Costa Rica, and I would like to explain the ways of having a corporation and its benefits:
There is several ways to incorporate, one of them is the so called “Anonymous Societies”, or SA, they are called this way because the stockholders are never mentioned anywhere, only in the first document or Constitution the Notary Public takes note of the parties that create the Corporation, at this point funding shareholders are recorded but only for informative reasons, this can change anyday and now without any record required to be public.
The stocks in a Anonymous Society are transferable, and can change hands as many times necessary, They are presented in the annual meeting so the board of directors can take note of the presence of the stock and its holder.
The second most common is what you would know as LLC, it is called here an SRL Corporation, no need for a board of directors, its administrated by managers one or as many as needed, and we still have the secrecy of the stock owner.
The Commerce Code of Costa Rica, which is a copy of the Mexican Commerce Code which is also a copy of the Spanish Commerce Code had the original intention of making trips to the new found lands of Americas possible, that was the original idea and then the basic structure was keep during the years without many changes all to our times.
The Corporation in this sense is a legal individual, who represents the interests of its stockholders, it can act, buy, sell, transform, manufacture and in anyway do business to provide for its partners.
To constitute a corporation you require
- At least to partners, because a Society means at least two.
- An amount of capital to give economical ground to the corporation ( how much would stocks cost and how many stocks should be funded).
- A board of directors that is made up of a President, Secretary a Treasurer in the case of the SA corporation.
- A fiscal who has the obligation of vigilance of the Corporation activities
- A Resident Agent, that normally is the Notary Public who constitutes the Corporation, who will the responsible of receiving judicial and extra judicial notifications for the Corporation.
- A legal representative for the Corporation that is normally the President of the Board of director or him and the Secretary acting together. In the case of the SRL at least one manager.
- It has to be specified if the power of attorney given to the Representative, has limitations or is as the Spanish legal term says GENERALISIMO SIN LIMITE DE SUMA, that means with no limitations.