Starting a Corporation in Costa RicaThe Costa Rican corporate legal system is like the country itself “user friendly”. Incorporating here is painless and suggested as the first step to doing any other kind of business.
Formalization of a business venture in Costa Rica , as in most other jurisdictions, comes in a variety of packages:
- General Partnership (Razón Social)
- Limited Partnership (Compañia)
- Limited Liability Company (Sociedad de Responsabilidad Limitada)
- Corporation (Sociedad Anónima)
The Sociedad Anónima (S.A.) is probably the most popular. Comparable to the “Inc.” in the United States, the S.A. confers upon the holder(s) the right (and obligations) to do corporate business in Costa Rica.
Unlike some Latin American countries, it is not obligatory to have a native Costa Rican as a partner in the establishment of any type of business entity. In certain instances, having a Costa Rican partner is a good idea; however, do not be pressured into accepting a native partner if you would rather not.As an example, to start a Sociedad Anónima (S.A.) at least two stock holders must be named, and there must be at least three officers: President, Secretary and Treasurer. One person can hold various offices. A fiscal should also be named–in theory, this position is the corporate Comptroller. There also must be a designated Resident Agent, a person responsible for Judicial and Administrative notifications which might arise during the life of the corporation. The Resident Agent must be a resident of Costa Rica though not necessarily an attorney.
Choosing a corporate name is important. The name of the corporation can be in English or Spanish and unlike any other name already in use. The corporate name will be the exclusive property of the company. Simultaneously with the registration of the corporation, a Cédula de Persona Jurídica will have to be requested. Analogous to a federal tax number, the Cédula de Persona Jurídica allows the corporation to operate freely in the market(s) defined in the corporate charter.
Because of the taxation system, keeping corporate books up to date is very important. These books–Minutes of the Board of Directors’ meetings, Minutes of the Shareholders’ meetings, Registrar of Shareholders, and three accounting books (Mayor, Inventario, and Diario )–must be kept up-to-date, accurately reflecting the activities of the corporation. Under the new tax law, if any tampering with the books is found, the corporate officers face fines and/or imprisonment.
Incorporation takes between oneand two months. No corporate business can take place before the process is complete. The business environment in Costa Rica is changing rapidly. New laws impacting on every aspect of corporate life have recently been passed and more are on the way. The strictness of these laws reflect the government’s desire to restructure its house in such a way as to address the internal needs of the Costa Rican people as well as those of the visitors this beautiful country attracts. In a country with the reputation of being somewhat unstructured, these new laws represent, basically, a new way of life for all. Regardless of the changes in the business community, Costa Rica is still an attractive place in and from which to do business.
We will provide in a period of time of one month a Fully inscribed corporation with the following documents:
- One minute book for General Asembly
- One minute book for Board of directors meeting
- One minute book for Stockholder registration
- One Mayor accounting book
- One Accounting balances book
- One daily entry book
- Registration Identification “Cédula Jurídica”
- Stock certificates
We will require a minimum of 4 persons to create the corporation, if this is not possible please make the individual consultation.
Car Importation Process
The car importation process works as follows:
Cars requires an emission control certification from the country of origin, authenticated by the consulate of Costa Rica in that country.
Cost for the importation
The taxes will calculated with the following criteria, based on the price of the car in the Black Book for US used vehicles:
- If the make of the car is from 2004 to 2006 it will pay a 52.28% over the price given.
- From 2001 to 2003: 63.91%
- If car older than 2000: 79.02%
- Custom agent fee: $ 100.00
- Emission control process: $ 50.00
- Inscription fee: $ 1.7 % of price given to the car after nationalization tax payment
- Legal Fee: $ 1.25 % of the price given to car after nationalization tax payment
- Road Tax ( Marchamo): $ 2.25% of price given to car after nationalization tax payment
Process can be completed in a time frame of 15 business days.
Legal Fee for Civil Cases:
- Executive Foreclosure Process: 12.5 % of the money to be claimed
- Mortages (foreclosure): 12.5 % of the amount of the mortgage
- Laboral Cases: 20% TO 30% of the amount collected or exonerated
- Criminal Cases: 20% of monetarily determined process
- Other process not determined by an amount will be considered by individual case.
- Minimum for all criminal cases: $ 1000.00
- Transportation Accidents or Car Accidents: $ 200 minimum.