Costa Rica — Business: Company Formation

Why this matters

Knowing the real structural differences (S.A.'s mandatory 3-person board vs. S.R.L.'s simpler single-manager structure, and that both require 2 founders at incorporation even if reduced to 1 owner afterward) helps someone choose the right entity type rather than guessing, and the Resident Agent requirement is a real practical cost/need for non-resident owners.

Key facts

• Sociedad Anónima (S.A.): no minimum capital beyond issuing at least 2 shares at incorporation; requires a 3-member board of directors (president, secretary, treasurer); shares/capital can be in any currency.
• Sociedad de Responsabilidad Limitada (S.R.L.): no minimum capital beyond zero, but capital must be denominated in Costa Rican colones; managed by one or more managers (gerentes) with no board required.
• Both structures legally require 2 founders/members at the moment of incorporation, though shares/quotas can be transferred to a single owner immediately afterward (an S.R.L. can then operate with just 1 member).
• Shareholders/members can be foreigners and non-residents for both structures — no residency requirement to own the company.
• If no director (S.A.) or manager (S.R.L.) resides in Costa Rica, a Resident Agent (a Costa Rican-licensed attorney) must be appointed to represent the company locally.

Steps

1. Choose between S.A. and S.R.L. — S.A. suits businesses wanting a formal board structure or planning to raise capital via shares; S.R.L. suits smaller/simpler operations wanting single-manager control without a board.
2. Appoint a Resident Agent if needed — If none of the company's directors/managers live in Costa Rica, appoint a local attorney as Resident Agent.
3. Draft and notarize the incorporation documents — A Costa Rican notary drafts the company's constitutive deed/bylaws, which is then filed with the Registro Nacional (Public Registry) to obtain legal personality and a cédula jurídica (corporate tax ID).
4. Register for tax and social security purposes — Register the new company with the Dirección General de Tributación (DGT) for tax purposes and with the CCSS if it will have employees.

Costs

• Notary/incorporation fees: Varies by notary/attorney; not consistently published — get a quote from a Costa Rican corporate attorney

Timelines

• Incorporation (notarization + Registro Nacional filing): Commonly a few days to a couple of weeks once documents are ready

Required documents

• Constitutive deed/bylaws (drafted by a Costa Rican notary)
• Identification documents for shareholders/members and directors/managers
• Resident Agent appointment (if no local director/manager)

Common mistakes

• Assuming a company can be formed with just 1 founder from the start — Costa Rican law requires 2 at incorporation, even though it can later be reduced to 1 owner
• Not appointing a Resident Agent when no director/manager lives in Costa Rica
• Confusing S.A.'s mandatory 3-person board requirement with S.R.L.'s simpler single-manager structure when choosing an entity type