BusinessCorporations

Incorporating a Business in Costa Rica

“Opportunities don’t happen. You create them.”

— Chris Grosser

The opportunity to begin a business venture is Costa Rica is not as daunting as one may imagine.  All it takes is the commitment to make it happen.  The following steps need to be completed in order to incorporate a company:

  1. Meeting of the founding members of the company with a Notary Public
  2. Signing of the articles of incorporation
  3. Payment of the Taxes
  4. Filing of a notice with the government newspaper
  5. Filing of the articles of the incorporation with the Mercantile Section of the National Registry.
  6. Final Filings for actually conducting business

Let’s examine the above steps in turn.

To register a company you and your partners need to appear before the notary public in order to draft and sign the articles of incorporation.  The articles of incorporation generally contain the administration, organization, bylaws, and permitted activities of the company.  Here it is advised to hire an attorney to help prepare the articles of incorporation as there are many details important to the integrity of the business that should be included in the document.  To form a corporation Costa Rica requires at least 2 persons to appear before a Notary Public to sign the incorporation documents.

The annual payment of the corporate tax is newly required as of September, 2017.  The tax applies to all corporations, limited liability companies, limited partnership, partnerships, individual limited liability company, among others. Companies who do not comply with the tax will not be able to issue certificates of good standing and will be prevented from some legal transactions.

The company name should be established at this point in the process.  It is advisable to visit the National Public Registry webpage to check the availability of the proposed company name and reserve the name in the Public Registry. The proposed name must be significantly different than other names already formed in Costa Rica, otherwise the corporation could suffer a delay in its formation.  Once the name is reserved, a copy of the signed articles of incorporation will be filed by the notary public with the Mercantile Section of the National Registry, currently, this is filed online.

Once the articles of incorporation are filed the National Registry will publish a notice of the registration in the government paper La Gaceta. The publication allows for the opportunity for objections to be raised against the formation of the corporation. The wait time for the corporation to come out of the Public Registry normally takes between 15 and 30  days.  The National Registry will issue a notice to the notary public to let him/her know the business is registered. At this point the business is considered officially incorporated, and the notary public should issue the legal books of the company. Sociedad de Responsabilidad Limitada (SRLs) will only have two books, one for the registration of shareholders and another one for the shareholders meetings. Sociedad Anonima must have an additional book for the meetings of the board of directors.

Once the corporation is registered before doing any type of business the corporation must file Form D-140 with the Tax Department to register the firm as a taxpayer.  There are various types of registrations with the Revenue Service and the type of registration for your business will depend on the type of business you have. If you have a retail business, you may do a simplified registration under which you are required to file a report of your purchases and sales every month. Otherwise, you will register your business under the traditional filings which are once a year.

So at this point, you have incorporated your business and have completed the registration with the Revenue Service (Hacienda). Now, you must obtain the licenses and permits applicable to your particular type of business. People with a brick and mortar location must obtain a business license from the local municipality which can take one or two months (depending on the municipality) and a Health Permit which can take an equal amount of time to obtain. In addition, if you have a restaurant, or a hotel, or a tour business, there will be additional requirements for you to operate your business. It is important to consult with your attorney to be aware of those additional requirements.

Last but not least, if you are going to have employees, you must register your company as employer with CAJA and obtain a worker’s compensation insurance. For CAJA you can expect to pay 26% percent of the employee’s salary as part of your contributions, and the workers compensation insurance will vary depending of the type of activity you do in your business and the tasks for your employees, for instance, a messenger is a higher risk of injury than an office clerk, and thus the premium for the insurance will vary.

These are the basic elements to consider when incorporating and registering a business in Costa Rica.

The process of incorporating a business requires patience and the assistance of those knowledgeable with the process.  Once completed, may every success accompany the newly incorporated Costa Rican business!

 

This article was completed with the collaboration of Sandra Silva Esq.

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