How to set up a company in Costa Rica

The process at a glance

1. Decide whether an entity is needed and select the type.
2. Agree on owners, capital, management, powers, domicile, purpose and term.
3. Give the notary complete identity and ownership information.
4. Sign the formation public deed.
5. The notary submits through TrámiteYa/CrearEmpresa where required.
6. Pay Registry fees, publication and professional charges.
7. Correct any Registry defect.
8. Obtain the legal entity ID and verify final registration.
9. Organize books, tax registration, beneficial ownership and operating permits.

Formation does not replace a municipal business license, health permit, tax registration, social-security duties or trademark protection.

1. Decide whether an entity is appropriate

A company creates a legal person separate from its owners, helps organize ownership and can support continuity, investment and contracting. Separation is not absolute: personal guarantees, an officer’s own misconduct, fraud or mixing assets can create personal exposure.

Option	Often useful when	Main consideration
Individual business activity	One person operates a small activity.	Personal assets are not separated in the same way.
S.R.L.	A small owner group wants flexible management through managers.	Quotas have their own transfer restrictions.
S.A.	Share-based ownership and more formal corporate bodies are useful.	Requires a board and more corporate formalities.

An “inactive” company is not obligation-free. It may still owe the annual legal-entities tax, tax information, beneficial-owner reporting and recordkeeping duties.

2. Compare an S.A. and an S.R.L.

An S.A. has capital represented by shares, a shareholders’ meeting and a board. Its charter defines the officers, representation and oversight. It may suit investment structures or future ownership changes.

An S.R.L. has nominative quotas and is managed by one or more managers as stated in its charter. Admission and substitution of owners is generally more controlled, which may suit a closely held business.

Liability in both is generally limited to contributions. Discuss decision-making, deadlocks, death or departure of an owner, transfers and banking authority—not just formation price.

3. Set the terms before meeting the notary

The charter must address matters including:

• Identity and domicile of the founders.
• Entity type, lawful purpose and activities.
• Exact Costa Rican domicile for valid notices.
• A defined term and start date; an indefinite term is not sufficient.
• Capital, currency, interests, subscription and payment.
• Management, legal representation and limits on powers.
• Meetings, profits, losses, legal reserve and dissolution.

Create an owner table with identification, country, domicile, contribution, percentage and office. Ask who can borrow, sell assets, grant security and sign alone or jointly.

4. Gather documents

Each founder and officer should provide a valid identity document, exact legal name, civil status, occupation, domicile, contact details and other notarial particulars. A corporate founder may need corporate authority and good-standing evidence. Foreign documents or powers may require an apostille or legalization and a Spanish translation.

Foreign nationals may be owners. If a foreign person will be representative, plan for identification, digital signature, banking, tax access and beneficial-owner reporting; not every Costa Rican platform accepts every foreign document.

5. Execute the public deed

The notary drafts the charter, verifies identity and capacity and authorizes the instrument. Before signing, check percentages, capital, powers, domicile, purpose and owner-exit rules. Request a copy and a written quote separating professional fees, VAT, Registry charges, publication, books and other expenses.

Do not sign a template you do not understand. Broad borrowing or guarantee powers can have major consequences.

6. Electronic submission and publication

New S.A. and S.R.L. formations funded with cash or securities must be submitted through TrámiteYa/CrearEmpresa. The notary makes the electronic Registry request based on the public deed.

The Commercial Code also requires a La Gaceta notice. Current Registry rules allow the notice to be in the publication process for formation, and it must be requested after execution. Confirm who orders and pays for it.

The Registry examines the filing. If it issues a defect, the notary must correct it while the filing remains effective. Follow the matter until it is marked registered, not merely submitted.

7. Budget the formation

Published 2026 Registry charges include:

Registry item	Published amount
Formation of a commercial company	₡46,220
Legalization of company books	₡13,400
Assignment of legal entity ID	₡2,000

Add notarial fees and VAT, La Gaceta publication, other stamps or foreign documents, agreed capital, digital signature, accounting and permits. Capital is not the notary’s fee; it belongs to the company under the charter. Obtain an all-in estimate.

8. Verify registration and organize records

After completion:

1. Confirm the legal ID and status in the National Registry.
2. Obtain a current legal-person certification when needed.
3. Check officers, authority, domicile, term and capital.
4. Activate and safeguard the required legal books.
5. Record ownership and issue share titles or quota records as applicable.
6. Keep the deed, notice, receipts and Registry communications.

Future decisions must be entered in the proper books. Poor records complicate banking, officer changes, dividends and ownership transfers.

9. Complete post-formation obligations

Tax Administration

An active company must register and maintain activities in TRIBU-CR, identify its taxes, issue electronic invoices and file returns. An inactive entity may still have information duties. Coordinate the real start date with an accountant.

Annual legal-entities tax

Registered entities pay an annual tax. For 2026, the Tax Administration published ₡69,330 for inactive entities and higher income-based amounts for active entities. Amounts change with the statutory base salary, so check every January. Three consecutive unpaid periods can lead to dissolution in addition to interest and penalties.

Beneficial owners

The annual Transparency and Final Beneficiaries Registry filing is submitted through Central Directo by the authorized representative and requires a digital signature. Confirm the current annual window, permitted powers and extraordinary filings after ownership or control changes.

Operating requirements

Depending on location and activity, review municipal licensing and land use, health permits, CCSS registration, workers’ compensation insurance, sector permits and trademark protection.

First-month checklist

• Registration and legal ID verified.
• Officers and authority checked.
• Legal books organized.
• Capital contributions documented.
• Representative has TRIBU-CR access.
• Tax activities and returns defined.
• Beneficial-owner filing and digital signature planned.
• Annual company tax calendared.
• Municipal, health, CCSS and INS requirements checked.

Common mistakes

• Choosing S.A. or S.R.L. without planning management and owner exits.
• Naming an officer who does not understand the role.
• Confusing the legal ID with the market-facing brand.
• Assuming an inactive entity has no duties.
• Failing to follow up on a defective filing.
• Mixing personal and company funds.
• Not documenting owner loans or resolutions.
• Missing annual tax, beneficial-owner, tax or book obligations.

Frequently asked questions

Can I form it without a notary?

No. A public deed is required, and the applicable electronic Registry submission is made by the notary.

Can a foreigner own a Costa Rican company?

Yes. Representation, local identification, digital signatures, banking and beneficial-owner reporting may require extra planning.

Can it trade immediately after registration?

Registration creates the entity, but actual operations may require tax registration, municipal and health permits, CCSS, INS or sector approval.

How long does it take?

There is no guaranteed universal time. Execution, signatures, publication, filing and Registry defects affect the schedule. Obtain the filing number and verify completion.

Official sources

• National Registry company procedures
• 2026 Legal Entities Registry fees
• Registry examination guide
• TRIBU-CR

This guide is informational and is not a substitute for notarial, legal, tax or accounting advice.