Offshore Companies: Costa Rica
BACKGROUND | COMPANY FORMATION | SHARES, TAXATION AND OTHER MATTERS
MANAGEMENT STRUCTURE | CORPORATE HIGHLIGHTS

BACKGROUND

Costa Rica, with an area of approximately 50,000 square kilometers, is located in Central America, between Nicaragua (on the Northwest) and Panama (on the Southeast). To the North, it limits with the Caribbean Ocean, and to the South, with the Pacific Ocean. Costa Rica is famous for the kindness of its people, for the diversity of its flora and fauna and for not having an army.

The Capital of the country is San José. The Country is divided into 7 provinces, which are San José, Alajuela, Cartago, Heredia, Guanacaste, Puntarenas and Limon.

POPULATION
The Population of Costa Rica is approximately 4,000,000, about 1.5 million live in the country’s capital, San José.

POLITICAL STRUCTURE
Costa Rica became independent from Spain on September 15, 1821. Since 1506 until 1821, Costa Rica was a colony of Spain governed from Guatemala City.

The Government is divided into three branches: Executive, Legislative and Judicial.

Executive Branch: Headed by the by President of the Country. It also includes the President, Vice-president, Ministers and Presidents of Autonomous Institutions. The Execute Branch enforces and regulates the law, and it is in-charge of the daily administration of the Government.

The Legislative Branch: 57 Congressmen, responsible for the approval of the laws and amendments to the constitution.

The Judicial Branch: Responsible for the application and interpretation of the Constitution, Laws, and Regulations. The Supreme Court Justices and other judges, including a Constitutional Court compose it.

INFRASTRUCTURE
Many international passenger and cargo airlines fly to Costa Rica, including American Airlines, Continental Airlines, United Airlines, Grupo Taca, Copa, Condor, Martin Air, British Airways, and Iberia. The main airport is called Juan Santamaría, located in the province of Alajuela, about 15 minutes from the capital.

S everal ocean freight companies maintain regular services to Costa Rica, including container cargo, from both coasts of the United States, Europe, Asia and Latin America. Most of Costa Rica´s exports and imports go through the port in Limon, in the Caribbean, and through the port of Caldera, located in Puntarenas, in the Pacific.

The Communication and Electricity systems cover the needs of the agricultural and industry sectors and are among the most advanced in Latin America.

ECONOMY
Costa Rica’s economy was originally based on the export of coffee and banana. This has changed dramatically during the last few years. Seeking to compete in the world market, Costa Rica has now diversified its economy and it became a member of the World Trade Organization. It has developed incentives for companies operating under the Free Trade Zone Regulations and other export programs.

LANGUAGE
The official and spoken language is Spanish. A large part of the urban population speaks and understands English.

Company names and trademarks may now be recorded in any language. Certain clauses in contracts of adhesion must be written in Spanish. All documents written in any other language must be translated for purposes of judicial claims.

CURRENCY
Costa Rican Colon

EXCHANGE CONTROL
None

TYPE OF LAW
Based on Roman Law.

PRINCIPAL CORPORATE LEGISLATION
Commerce Code, Law 3284 of April 30, 1964.

COMPANY FORMATION

TYPE OF COMPANY FOR INTERNATIONAL HOLDING, TRADE AND INVESTMENT
The mostly used type of company is the "Sociedad Anónima", in which shareholders are not liable for the actions of the company. The "Sociedad de Responsabilidad Limitada" or LLC is also recommended.

PROCEDURE TO INCORPORATE
By presenting to the Commercial Registry, the articles of incorporation duly notarized by a Costa Rican Notary Public who creates a Public Deed for registration.

RESTRICTIONS ON TRADING
There are certain minimum capital and other regulations for banking, financing, investment funds, fund management, and pension funds. There are certain monopolies controlled by the state, i.e. insurance, telecommunications and electricity.

LANGUAGE OF LEGISLATION AND CORPORATE FUNDS
Spanish.

REGISTERED OFFICE REQUIRED
The company should have a registered street address in Costa Rica or abroad.

NAME APPROVAL REQUIRED
Yes. Should be done at incorporation. Previous searches of names are recommended.

TIME TO INCORPORATE
1-2 weeks.

NAME RESTRICTIONS
A name that is similar to or identical to that of an existing company. Numbers, letters, and places are not enough to differentiate between two companies. "Company", "investment group", "corporation", "group", and "business" are words that for purposes of the company’s name have the same meaning.

LANGUAGE OF NAME
No limitation; if the name is not in Spanish, the translation must be included next to the name of the company.

NAMES REQUIRING CONSENT OR A LICENSE
For banking, financing, investment funds, fund management, and pensions funds.

SUFFIXES TO DENOTE LIMITED LIABILITY
All Costa Rican corporations must end with the suffix S.A., Sociedad Anónima, Ltda, Limitada, SRL, or Sociedad de Responsabilidad Limitada.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
Disclosure is required for certain government procurement activities and for certain businesses in which a minimum of Costa Rican ownership share capital is required.

CHANGE OF JURISDICTION
Subsidiaries of companies organized under a foreign law may be incorporated in Costa Rica and be governed by Costa Rican Law.

SHELF COMPANIES
We have a number of existing companies. The companies are "clean", that is to say, they have never traded nor engaged in any transaction whatsoever.

 

SHARES, TAXATION AND OTHER MATTERSS

AUTHORIZED AND ISSUED SHARE CAPITAL
The normal authorized share capital is CRø10,000.00 divided into 10 shares of CRø1,000.00 each. The share capital may be expressed in any currency. All share capital must be suscribed by the shareholders, but its payment may be at any time. The share capital may be paid for with cash, securities, moveable, real estate and services.

CLASSES OF SHARES PERMITTED
Common shares and preferred or special shares. All shares must be nominative; bearer shares are not allowed. Preferred or special shares may have limitations or restrictions on voting, but voting cannot be limited for issues decided upon by extraordinary shareholders meetings (i.e. amendment of articles of incorporation, mergers, acquisitions, share capital increase, change of address to a foreign country).

BEARER SHARES
Not allowed by law.

TAXATION
A Costa Rican corporation does not pay any income tax on profits earned abroad and without any link to Costa Rica. An Education and Culture tax in the amount of US$30.00 has to be paid in March of every year by every corporation.

LICENSE FEES
No annual tax is payable.

FINANCIAL STATEMENT REQUIREMENTS
None

MANAGEMENT STRUCTURE

DIRECTORS
Only natural persons may act as directors and the minimum number of directors is three. They may be of any nationality and need not be residents of Costa Rica. The directors must be at least a President, Secretary and Treasurer.

STATUTORY CONTROLLER
The shareholders must appoint a Controller-Internal Auditor, who will control and audit the actions of the directors; the Controller protects the interests of the shareholders.

COMPANY RESIDENT AGENT
If the directors of the company do not have their domicile in Costa Rica, a Resident Agent must be appointed. The Resident Agent must be an attorney with an office in Costa Rica

SHAREHOLDERS
To incorporate the company, the minimum number of shareholders is 2. After the company is recorded, the shareholders required may transfer their shares to only one shareholder. Natural persons or companies may be shareholders.

CORPORATE HIGHLIGHTS

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