Costa Rica Company set up 

• Our team conducts an initial consultation to understand your business goals and objectives. Based on your goals, Tetra Consultants will help you select an appropriate business structure for your business.  

• Our team then helps you reserve a company name. Tetra Consultants checks the availability of your business name with the Public Registry in order to ensure that the name is unique.  

• Tetra Consultants prepares and notarizes incorporation documents on your behalf in Spanish, such as: 

• Article and Memorandum of Association 

• List of shareholders 

• Valid passport copies 

• Legal representative appointment  

• Proposed company name 

• Description of intended business activities 

• Our team will then submit the full application documents to the National Registry, which includes all the notarized documents. The Registrar may request additional documents such as bank references or certificates of good conduct. Tetra Consultants will provide any additional documents they ask for and ensure that there are no delays.  

• After submitting the documents, Tetra Consultants will register your company as an employer with the Caja Costarricense de Seguro Social (CCSS) for the social security of your employees and set up insurance contributions.  

• Tetra Consultants will submit your application for a commercial business license with the municipality where the business is going to operate. This license will enable legal commercial activity and should be renewed annually.  

• At Tetra Consultants, we also provide corporate bank account opening services along with regulatory compliance consulting services to ensure that your business thrives in the strict regulatory framework of Costa Rica. Our team will open a local corporate bank account for your business using the company registration certificate, tax ID, and local address.  

Regulatory requirements for Costa Rica company formation

• Costa Rica company formation is controlled by regulations that ensure transparency, compliance with national laws, and proper governance. The main regulatory requirements for forming a company in Costa Rica are: 

Registered local address and resident agent 

• Every company should have a registered fiscal address in Costa Rica, where the official correspondence and government visits will be received. All Costa Rican companies should appoint a resident agent, such as a lawyer who will act as the local liaison with government authorities. In case none of the directors live in Costa Rica.  

Employment and social security compliance 

• Employment of staff requires registration as an employer with the Costa Rica Social Security (CCSS), payment of the monthly contributions, and mandatory workers’ insurance with the Work Risk Policy (INS). For qualifying salaries, it is mandatory to do payroll tax withholding and salary reporting to the Ministry of Finance.  

Articles of association and incorporation documents  

• Companies will have to file a detailed list of incorporation documents like the Articles of Association, which specifies the company name, registered address, capital structure, shareholders/members objectives, powers of management, and procedural matters for profit/loss allocation. If there is any change to the governing documents, they should be notarized and reported to the Mercantile Public Registry.  

Minimum shareholders and directors 

• Most business structures, like the Corporation and Limited Liability Companies, need a minimum of two shareholders. These can be individuals or legal entities and may be foreign nationals or non-residents. For corporations, it is mandatory to have a board of directors with at least three members.  

Public registry and legal bookkeeping  

• Companies should be registered with the Costa Rican Public Registry (Registro Nacional), and publish management appointments in the Official Gazette. However, legal bookkeeping requirements consist of maintaining company registers, accounting books, and stockholder records in Spanish.  

Documents required for Costa Rica company registration

• Articles of Incorporation and Memorandum of Association, the documents should be in Spanish and must be notarized, with English translation for foreign shareholders 

• Document of director’s appointment, along with the list of all directors and officers  

• Copies of passports and proof of residence of all directors and shareholders 

• Bank reference letter 

• Shareholders’ register and share certificates, including details of share distribution, quotas issued, and transfer of shares 

• Bank statement confirming paid-up capital 

• Notarized power of attorney 

• Proof of registered local address 

• Proof of payment of state duty or registration fees 

• Certificate of criminal record 

• Taxpayer identification number (TIN) application  

• Business license application 

• Employer registration form with the CCSS 

Accounting and tax obligations

• In Costa Rica, companies follow strict accounting and tax obligations controlled by the Ministry of Finance. These requirements focus on financial transparency, accurate reporting, as well as statutory compliance. These requirements are: 

Financial statements and books  

• Companies should prepare financial statements and accounting records in Spanish in accordance with the International Financial Reporting Standards (IFRS). The required books that companies should maintain are Diario, Mayor, and Inventarios y Balances.  

• All the records should be maintained for at least a period of five years. At the end of every year, companies should update their information in the Ministry of Finance, file for annual transparency, and the UBO (Ultimate Beneficial Owner) registry, while also maintaining supporting documents.  

Employer and payroll obligations 

• Companies should register with Caja Costarricense de Seguro Social (CCSS), which is the social security registration fund, and pay 26.67% of wages for social security. The contribution of the employee to this fund is 10.67%.  

• Companies should also pay for the mandatory work risk insurance policy. The rate of the policy differs from 0.36%-9.04% of the payroll. Lastly, employees of Costa Rican companies are entitled to the statutory benefits administered by the employer.  

Auditing and special compliance  

• Audits are usually not mandatory for Costa Rican companies, unless they are operating in regulated sectors like finance, public companies, or insurance. Furthermore, all companies should report their final beneficial owners to the Central Bank’s RTBF system annually by at least 30^th April, or within 15 business days of a change.  

Tax registration and filing  

• Companies should register for a Taxpayer Identification Number (TIN) and for Value Added Tax (VAT), which is set at 13%. Corporate income tax rates differ; the standard rate for companies is 30%. Smaller companies pay taxes in the range of 5-20% on the basis of their gross income thresholds. Dividends for companies are distributed subject to a 15% withholding tax. VAT should be declared monthly, usually on the first 15 days of each month. Annual income tax returns are due by 15^th March. Lastly, all Costa Rican companies should pay an annual flat tax on the basis of commercial activity and income.  

Why proceed with Costa Rica company registration

Political  

• Costa Rica is politically stable. The country has a long tradition of democracy and respect for human rights, which further boosts investors’ confidence. Public security in Costa Rica is also good, regulatory agencies are professional, and the government of the country has a welcome stance toward foreign investment with nominal restrictions outside sensitive sectors.  

Social  

• The population of Costa Rica is well-educated, multilingual, and mainly urban, with around 75.2% being city dwellers. The culture of the country encourages entrepreneurship, and has increased purchasing power of the middle-class, with a strong trend towards eco-friendly values.  

Environmental  

• Costa Rica is well-known in the global community because of its strong commitment to environmental protection. The country has renewable energy policies and has taken robust climate change action. The government of the county has ensured that the environmental regulations are strict, and favor sustainable and green investments, which has made it an attractive option for eco-business ventures.  

Economic  

• Costa Rica has a market-oriented and steadily growing economy. The country has robust GDP growth, low inflation, and an average import tariff rate of 6.8%. Costa Rica has free international trade agreements, which allow businesses access to the US, EU, and Latin America markets. The tax rates in Costa Rica are competitive, with up to 30% corporate tax. However, most of the companies take advantage of territorial taxation, that is, foreign-sourced income is not taxed.  

Technological  

• Costa Rica is considered to be a technologically advanced country within Central America, with a reliable banking infrastructure, strong transport links, and telecommunications sector. The government of the country has introduced multiple incentives in order to favor high-tech business clusters, innovation, and IT services, which have increased competitiveness for new companies.  

Legal 

• The regulatory framework of the country is transparent, foreign-friendly, and compliant with international standards. The process of business registration in Costa Rica is well-defined, along with international property protection is reliable. Furthermore, the annual compliance costs for businesses in Costa Rica are reasonable. However, sector-specific regulations may apply, but overall risk in the country is low for standardized business models.  

Looking to register your company in Costa Rica

• If you want to register your company in Costa Rica, Tetra Consultants is here to help you. Our team offers end-to-end support, helping you to choose the right business structure, prepare incorporation documents, and open a corporate bank account. Tetra Consultants has years of experience in setting up international businesses, and our team simplifies the procedure of Costa Rica company registration so that you can focus on increasing your business operations. If you are a business owner, small or medium enterprise, or multinational business, our team ensures that the process of Costa Rica company formation is seamless and compliant with local regulations.  

• Contact us, and our team will get back to you in 24 hours.  

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