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4. Entities and setup: Costa Rica

Entities and setup in Costa Rica: the sociedad anónima and the sociedad de responsabilidad limitada of the Código de Comercio that foreign investors use, the one owner E.I.R.L., the branch of a foreign company with its local apoderado generalísimo, official setup costs and deadlines, the yearly impuesto a las personas jurídicas, the beneficial ownership register kept by the Central Bank and the annual compliance calendar, each rule tied to the official text in SCIJ. Recent changes covered include company identification by cédula jurídica number under Ley 10729 of 2025, the end of the resident agent and the mandatory notification email under Ley 10597 and Ley 10962. For Argentine shareholders, the Argentine side of tax and FX questions is covered in The Argentine Thread guide.

Investor view. Low official formation costs, no statutory minimum capital, no residence requirement for founders now that the resident agent rule is gone, and a predictable flat yearly entity tax make Costa Rica straightforward for subsidiaries, provided the January tax, the April beneficial ownership return and the registered notification email are kept current.

• Choosing an entity in Costa Rica: sociedad anónima, sociedad de responsabilidad limitada, E.I.R.L. or branch of a foreign companyForeign investors in Costa Rica mostly choose between the sociedad anónima, for companies that want a board, freely designed share classes, outside investors or bonds, and the sociedad de responsabili
• Sociedad anónima (S.A.) in Costa Rica: two founders, 25% paid in at signing, a three member board, a company identified by its cédula jurídica number and the yearly tax on legal entitiesThe sociedad anónima of the Código de Comercio is the standard vehicle for operating companies and subsidiaries: at least two founders each take one share, at least 25% of every cash subscribed share
• Sociedad de responsabilidad limitada (S.R.L. or Ltda.) in Costa Rica: quotas, managers instead of a board, partner consent for transfers and a 10% legal reserveThe limitada is Costa Rica's closely held company: partners are liable only up to their contributions, capital is divided into nominative quotas that cannot be transferred by endorsement, and the comp
• Empresa individual de responsabilidad limitada (E.I.R.L.) in Costa Rica: a one owner company for individuals only, with a fixed object and a managerThe E.I.R.L. lets one natural person ring fence a business in a separate legal person whose assets alone answer for its debts. Companies cannot form or acquire one, so it is not a subsidiary vehicle f
• Branch of a foreign company in Costa Rica: the apoderado generalísimo, the power of attorney deed, registration in the Registro Mercantil and moving a foreign company's seat to Costa RicaA foreign company that opens a branch in Costa Rica must appoint and keep a local apoderado generalísimo through a power of attorney deed that states the branch's object and assigned capital, the pare
• Beneficial ownership in Costa Rica: the Registro de Transparencia y Beneficiarios Finales (RTBF) at the Central Bank, the 15% threshold, the April filing and the 2% of gross income penaltyEvery legal person with a cédula jurídica, plus private trusts, third party fund managers and many non profits, must declare its shareholders and beneficial owners to the Registro de Transparencia y B
• Impuesto a las personas jurídicas in Costa Rica: the yearly tax every company, E.I.R.L. and branch pays in January, from ₡69,330 to ₡231,100 in 2026Ley 9428 charges every mercantile company, every E.I.R.L. and every branch of a foreign company registered in the Registro Nacional a flat yearly tax tied to the salario base, whether or not it trades
• Annual compliance for Costa Rican companies: January tax on legal entities, March income tax return, April beneficial ownership return, the yearly meeting and the 31 December 2026 email deadlineA Costa Rican company or branch has a short but strict calendar: pay the impuesto a las personas jurídicas in the first 30 days of the year, file and pay income tax within two months and fifteen days
• Setting up a company in Costa Rica: official fees, the notary, La Gaceta, the registry and the statutory deadlines after registrationForming an S.A. or S.R.L. runs through a Costa Rican notary, a short extract in La Gaceta and registration at the Registro Nacional, which assigns the cédula jurídica number that now serves as the com

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