Starting a Business - Costa Rica

Costa Rica imposes no general restrictions on 100% foreign ownership of S.A. or S.R.L. entities; shareholders may be non-resident foreigners. Sectoral exceptions require Costa Rican citizen participation in electrical power generation, certain transport services, regulated professional services, and aspects of broadcasting.

Two principal forms are available: the Sociedad Anónima (S.A., requiring at least 2 shareholders and a 3-member board of directors) and the Sociedad de Responsabilidad Limitada (S.R.L., LLC equivalent). Both can be 100% foreign-owned and are governed by the Código de Comercio.

No statutory minimum share capital exists. At least 25% of subscribed capital must be paid upon formation; in practice amounts equivalent to USD 100 are commonly used. Capital may be denominated in any currency.

Core steps are: (1) notarial deed drafted and filed with the Registro Nacional; (2) tax registration with the Dirección General de Tributación (Finance Ministry); (3) registration with the Caja Costarricense de Seguro Social (CCSS); (4) municipal business license; (5) sector-specific permits (e.g., Ministry of Health sanitary permit where applicable). Appointment of a licensed Costa Rican resident agent is mandatory.

The PROCOMER-operated Ventanilla Única de Inversión (vui.cr) provides a single digital portal coordinating procedures across the Registro Nacional, tax authority, CCSS, and municipalities. Post-2025 reforms have reduced the typical formation process to 5–7 business days, down from 15–22 business days previously. An April 2025 OECD review confirmed VUI's role as the primary investment facilitation mechanism.

Law 10729 (in force from May 2025) eliminated the requirement to select a company trade name at incorporation; the Registro Nacional now assigns the cédula jurídica (legal ID number) as the entity's official name. From June 4 2025, all legal entities must register a verified email address with the Registro Nacional, which becomes the mandatory channel for administrative and judicial notifications.