Costa Rica company formation

The most common options are a joint stock company (Sociedad Anónima, S.A.) or a limited liability company (Sociedad de Responsabilidad Limitada, S.R.L.). The company must have a minimum of two shareholders (may be non-residents).

All companies must be registered with the National Registry (Registro Nacional) to obtain legal recognition. This registration formalizes the company’s existence, records corporate documentation including articles of incorporation and bylaws, and makes the entity legally capable of conducting business, owning assets, and entering contracts.

Upon registration, each company receives a Cédula Jurídica—a unique legal identification number equivalent to a corporate tax ID. This number is mandatory for all official transactions, tax filings, banking operations, and business contracts, serving as the company’s official identifier throughout its operations in Costa Rica.

You must register with the Ministry of Finance’s Tax Administration (Dirección General de Tributación) to obtain tax obligations authorization. This registration establishes the company’s tax profile, determines applicable tax regimes (income tax, VAT, withholding obligations), and enables legal invoicing and tax compliance.

It is essential for business operations and often required before commencing activities. Banks require the Cédula Jurídica, certified corporate documents, beneficial owner identification, and proof of business address. Account establishment enables payment processing, payroll management, and financial transactions.

Mandatory registration with Costa Rica’s social security system (La Caja) is required for all companies employing workers. This covers health insurance, pension contributions, and workplace risk insurance. Employers must register within 8 days of hiring first employee and contribute monthly based on payroll (approximately 26.67% employer contribution plus 10.67% employee deduction).

All Costa Rican companies must maintain proper accounting records in compliance with Generally Accepted Accounting Principles. Requirements include monthly bookkeeping, annual financial statements, tax declarations (income tax, VAT if applicable), and retention of supporting documentation for minimum 5 years. Certified public accountant involvement may be required depending on company size and revenue.