Costa Rica Company Formation

Costa Rica has one company statute, the Código de Comercio (Ley 3284 of 30 April 1964). Foreign-owned operating and holding companies use one of two forms in it: the Sociedad Anónima (S.A.), arts. 102 ff., or the Sociedad de Responsabilidad Limitada (S.R.L.), arts. 75 ff. Either is created by a public deed before a Costa Rican notary and registered at the Registro de Personas Jurídicas of the Registro Nacional. The Registro's own qualification guide, updated on 4 August 2026, has a full requirements section for both forms, and it is the document we trust most for how filings are judged today.

Three recent changes matter more than anything an older guide says. First, an S.A. or S.R.L. no longer has a registered name: since Ley 10729 (published 30 May 2025) the Registro assigns the cédula jurídica automatically and the company is identified by that number plus 'S.A.', 'S.R.L.' or 'Limitada', so there is no name-reservation step. Second, the resident-agent requirement was abolished by Ley 10597 (3 December 2024). In its place the company must state a corporate e-mail address for notifications and a real, current address in Costa Rica. Third, both forms need two founders at incorporation, so one person cannot form an S.A. or S.R.L. alone (see requirements).

It is also the jurisdiction we know best. Vantegris's own entity is a Costa Rican company, and the applicant companies for our Anjouan, Tobique, Tuvalu, Kahnawake and KUNAISA licences are incorporated in Costa Rica. That experience is why we are plain about the duties: a beneficial-owner filing every April, a legal-entity tax every January even for a dormant company, and a deed that needs a notary. We are a facilitator, not a law firm. The notary drafts and signs the deed, and we coordinate the file around that.

The Registro publishes some fees (the constitution fee, the cédula fee) and not others. Stamps on constitution, the Imprenta Nacional publication charge and the notary's actual fee are not on any page we could read, so this page gives the verified amounts and leaves the rest to your quote. If you are still choosing between jurisdictions, the company formation hub sets them side by side, and our pages for Panama, Belize and the BVI cover the nearest alternatives.

The official statute database (SCIJ) blocked our access, so references to statutes below point to third-party copies of the official texts, which we label as copies, and to the Registro Nacional's own guide and fee table, which are primary. One copy of the Código de Comercio we read predates the 2024 to 2026 amendments, so we use it only for articles those amendments did not touch. We confirm the current text of each article before any filing.

Income tax is territorial. Ley 7092, art. 1, as reformed by Ley 10381 (a third-party copy of the official text), taxes the profits of resident persons and entities from lucrative activities of Costa Rican source, meaning income generated exclusively in the national territory from services rendered, goods located, capital invested and rights used there. The law's own title says its purpose was to get Costa Rica off the EU list of non-cooperative jurisdictions. We did not find a plain statement on foreign-source income from the tax authority, Hacienda, so we rely on the law text.

There is an exception that matters. Passive foreign-source income (dividends, interest, royalties, capital gains, income from real estate and other movable capital) is taxed when it is earned by an entity that belongs to a multinational group and is not a 'qualified entity'. Foreign tax on that income is creditable. What makes an entity qualified is its substance, covered in the next section. Advisers report 30% as the general corporate rate, with a lower scale for small companies. We have not found Hacienda's decree with the current brackets, so do not read 30% as a flat rate.

A change is pending, and it is not law. An executive bill, number 25.796, was filed on 22 September 2026. As reported by tax advisers reproducing the Hacienda text, it would tax foreign-source passive income of Costa Rican residents, individuals and entities, at about 15%, with foreign tax deductible rather than creditable, and would remove the qualified-entity regime. Active business income would stay outside tax. We have not checked where the bill stands in the Assembly. Do not plan around a permanent exemption of passive foreign income.

All of this is the Costa Rican side only. It does not change the owner's tax residence, and it does not take the owner outside the controlled-foreign-company or similar rules of the country they live in. A company that is managed from another country may also be treated as resident there. We do not give tax advice: take advice where the owners and decision-makers are based before you commit.

The cost that surprises people is the legal-entity tax under Ley 9428 (a third-party copy; the older Ley 9024 was repealed by art. 18 of Ley 9428). It applies to every mercantile company registered at the Registro, active or inactive, falls due on 1 January and is payable in the first 30 calendar days of the year. It is a share of one monthly base salary: 15% if the company is not in the tax registry, 25% under 120 base salaries of prior-year gross income, 30% from 120 to under 280, and 50% from 280. The law prorates the first year for a company registered mid-year (art. 2), and we confirm that figure in the quote.

Non-payment has teeth. The Registro cannot issue certificates or register documents for a delinquent company, notaries must note the default, and the company cannot contract with the State (art. 5). After three consecutive unpaid years the company is dissolved (art. 7), although it can be re-registered within three years after paying (art. 7 bis). Legal representatives are jointly liable for the tax (art. 4), and the last registered shareholders can be pursued as jointly liable (art. 7).

Not in the way a BVI or Cayman company does. We found no stand-alone economic substance act in Costa Rica, no list of relevant activities and no annual substance notification or report. The only substance test in the tax code is in Ley 10381, arts. 2 bis to 2 quinquies, and it matters only for passive foreign-source income of entities that belong to a multinational group.

Under that test, a 'qualified entity' has adequate economic substance in Costa Rica: local staff in sufficient number, qualification and pay, strategic decisions and risk-taking in the country, and local expenses. A pure holding company, whose main activity is holding participations or occasional real estate, counts as qualified without the decision-making and expense tests. An entity claims qualified status through an annual informative return to Hacienda, which keeps a register of qualified entities and can exchange it internationally. A separate anti-abuse clause (art. 2 quinquies) lets Hacienda recharacterise an arrangement. We read no separate penalty for failing the test: the income simply becomes taxable.

For an operating company that serves clients abroad and has no passive foreign income, this regime is not triggered. That is not a licence to run the company from nowhere: where it is managed still decides its tax residence in other countries, and if bill 25.796 becomes law it would delete these articles and replace them with a general tax on residents' passive foreign income. The substance position for passive income is moving.

On the EU list of non-cooperative jurisdictions, Costa Rica does not appear in Annex I or in the Annex II state of play of the Council's draft conclusions of 6 February 2026 (document 5821/26) or of 25 September 2026 (document 13305/26, prepared for the 9 October 2026 revision). Those are the Council secretariat's draft texts. The adopted lists are in the Council's press releases, which blocked our access, and the list is revised, so we check it again before relying on it. We do not state an FATF listing status on this page, because we could not confirm it against the FATF's own publication; we check it at engagement.

Costa Rica keeps a beneficial-ownership register, and it is the duty most guides skip. The register (RTBF) is run by the Banco Central de Costa Rica under Ley 9416, arts. 5 to 12 (read in the Assembly's text as enacted, hosted by a third party). Every legal entity domiciled in Costa Rica, through its legal representative, gives the Banco Central the register of its shareholders and of the beneficial owners with a substantive participation. Hacienda and the drug institute (ICD) use the register, and Hacienda enforces it. Hacienda's own briefing gives the 15% threshold and states that the system asks for all partners of the distributed capital.

A foreign corporate shareholder with 15% or more has to be followed through its own chain down to individuals. Below 15%, it is enough to identify it and its number of shares. If a beneficial owner of a foreign-held entity cannot be identified after all means, the administrator is presumed to be the beneficial owner (art. 5). The ordinary declaration is filed from 1 to 30 April each year. Extraordinary updates are possible at any time, and corrections are limited to two per period. Whether the 2026 window was extended, and the deadline for a new company's first filing, are not published where we looked, so we confirm both in the quote.

Who can sign is the practical bottleneck. Tax-adviser notes report that the legal representative signs with a digital signature (firma digital), and that where no representative has one, a registered power of attorney to one natural person can be used first. Hacienda's briefing and those notes differ on which kinds of power are accepted, so we say only that a registered power of attorney is needed, and we confirm the current rule in the quote.

The register is not public. The data is confidential (art. 9), stored by the Banco Central, and only Hacienda and the ICD can ask for it, each request meeting the formal requirements of art. 10. Permitted uses include tax control and exchange of information under international instruments. That last point matters for anyone who reads 'not public' as 'not visible': the information exists, and it can leave Costa Rica through treaties.

The penalty is specific. Art. 84 bis of the tax code, added by art. 16 of Ley 9416, sets a fine of 2% of the prior period's gross income, with a minimum of 3 and a maximum of 100 base salaries (CRC 1,386,600 to CRC 46,220,000 at the 2026 base salary). A warning with three business days comes first. If the default continues, the Registro Nacional cannot issue certificates of legal personality or register documents, and notaries must note the default in the documents they issue. For a company that needs a certificate to open a bank account or sign a contract, that is the real sanction.

What the public Registro shows is separate. The Registro de Personas Jurídicas holds the constitution deed, amendments, officers' appointments and powers, and transfers of S.R.L. quotas that the parties choose to register. An S.A.'s shareholder register is a private corporate book. Because the deed names the founders and is registered and published in extract, we plan on the founders' names being visible through the Registro. That is our reading of arts. 18, 19 and 235, not a statement in a source, and the fee page lists no certificate fees, so we confirm in the quote exactly what a third party can obtain.

Opening an account is a separate application from forming the company. Formation does not include one, and we promise none. We found no primary page from the banking supervisor or from a bank on how corporate accounts are opened for foreign-owned companies, so whether a given bank accepts a given non-resident-owned company is something we confirm in the quote, and we do not guess.

Banks ask the same questions a registry does: who the beneficial owners are, where the company is managed, what it will do and where the money comes from. Law-firm guides report that mismatches between the corporate records, the RTBF filing and the bank's own forms slow a file. A bank will usually want a current certificate of legal personality, which is our expectation and not a published rule. A company in default on the beneficial-owner filing or the legal-entity tax cannot obtain one, so keeping those filings current is part of banking.

For gaming and crypto groups our working position is an account with an electronic money institution or neobank, not a traditional bank, and we do not promise one. Our pages on high-risk merchant accounts, gaming company bank accounts and crypto-friendly banking explain what providers ask for and why applications fail. For other operating companies, the banking route for your facts is confirmed in the quote. We do not name banks and quote no approval rate.

A company is not a licence. The Costa Rican company is a vehicle, and the licence sits with the regulator that issues it. Our applicant companies for Anjouan, Tobique, Tuvalu, Kahnawake and KUNAISA licences are incorporated in Costa Rica, and the payment agent for gambling structures is in Cyprus. Our article on setting up a company in Costa Rica walks through how that structure fits together, and our Costa Rica gaming page covers the gaming route on its own.

One Costa Rican rule deserves a warning. Ley 9050 imposes an annual tax on companies dedicated to receiving and processing data that generates electronic bets: 57 base salaries up to 50 employees, 85 for 51 to 99, and 113 for 100 or more. At the 2026 base salary the lowest band is CRC 26,345,400 a year (read in an copy hosted by the tourism board). The tax is not deductible for income tax, and municipalities keep their power to grant permits (art. 6). A Costa Rican company that processes betting data in the country is inside this law.

For crypto, a 2026 law makes virtual-asset service providers register with the banking supervisor for anti-money-laundering supervision, and registering is not an authorisation to operate. Our post on VASP registration in Costa Rica covers it, and the crypto licence pages cover the routes where a licence exists. Banking and financial intermediation also need their own authorisation from the supervisor (SUGEF, Ley 1644), and a company that is to act as trustee must say so in its deed (art. 637).

It is not quick or light. Two founders, a three-person board for an S.A., a fixed term, a Spanish-language deed before a notary, apostilled documents, a real Costa Rican address and a company e-mail all come before registration. After it, a beneficial-owner filing, an entity tax and tax-registry duties apply even to a dormant company. Plan for the duties, not for the idea of a company that sits in a drawer.