Countries › Costa Rica › Guide › 4. Entities and setup › 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 Rica

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 Rica

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Last verified: 2026-10-29 · Status: Stable

A 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 parent's details, and an express submission to Costa Rican law and courts. The power and a certificate that the parent is validly incorporated are registered in the Registro Mercantil. Branches pay the yearly tax on legal entities like local companies. The Code also lets foreign companies transfer their corporate seat to Costa Rica without dissolving at home.

USD figures use the Banco Central de Costa Rica reference selling rate of ₡454.82 per US dollar published for 29 October 2026 (indicator 318 on bccr.fi.cr), rounded to the cent.

Key facts

Representative a foreign company's branch must keep in Costa Rica	Apoderado generalísimo Código de Comercio art. 226, as of 2026-10-29 · in force
Minimum professional fee for opening a branch or registering a foreign company's attorney (official schedule)	363000 CRCDecreto 41457-JP art. 84, as of 2026-10-29 · in force
Minimum capital assigned to a branch	None set; assigned capital must be stated in the power of attorney deed Código de Comercio art. 226(a), as of 2026-10-29 · in force

The rule

1. Foreign companies and individual businesses that have or want to open branches in Costa Rica must establish and maintain in the country an apoderado generalísimo for the branch's business. The power of attorney deed must state the branch's object and the capital assigned to it; the parent's object, capital, the full names of its officers or administrators and its duration; an express statement that the representative and the branch submit to Costa Rican law and courts for all acts and contracts made or to be performed in Costa Rica and waive the laws of their domicile; and proof that the grantor has sufficient authority. For registration, the mandate is filed with a certificate from the Costa Rican consul, or a friendly nation's consul, that the company is incorporated and authorized under its home law, plus the attorney's acceptance. Declaring the parent's capital only shows its solvency and does not trigger registry duties on that amount (art. 226).
Cost to do it: The official professional fee schedule sets a minimum lawyer and notary fee of ₡363,000 (about US$798.12) for registering attorneys appointed by foreign companies and for opening branches (Decreto 41457-JP art. 84). The Registro Nacional charges ₡46,220 (about US$101.62) per company document in 2026 (Ley 4564 art. 2(d)) plus stamps.Ley 3284, Código de Comercio, art. 226, 1964-04-30 official text · verified 2026-10-29

2. Costa Rica adhered to the Hague Convention abolishing the requirement of legalisation for foreign public documents, so documents from other contracting states can be authenticated with an apostille instead of the consular chain.Ley 8923, aprueba la adhesión a la Convención de la Apostilla (adhesion by Decreto Ejecutivo 36469 of 8 March 2011), art. 1, 2011-02-22 official text · verified 2026-10-29

3. Any foreign company may grant powers to be represented in Costa Rica if it meets the requirements of art. 226 other than stating the branch's object and capital; for a special power for a single act it is enough to include the submission clause and complete the consular step. General powers for litigation imply submission to Costa Rican law and courts (art. 232). Anyone who advertises or does business as agent or representative of a foreign person or company without documents accrediting the power is jointly liable for the obligations to be performed in Costa Rica, without prejudice to criminal liability in case of fraud (art. 233).Ley 3284, Código de Comercio, art. 232 and art. 233, 1964-04-30 official text · verified 2026-10-29

4. Foreign companies authorized by their home law to transfer their seat abroad may move it to Costa Rica by filing for registration in the Registro Mercantil, duly authenticated: a copy of the articles and amendments, the consular certificate, a certificate of the resolution approving the transfer and a list of directors and officers. The transfer does not dissolve the company at home or create a new Costa Rican company (art. 227). Such companies register later amendments, mergers and dissolution (art. 228), keep their home law for their articles but are subject to Costa Rican public order law, and pay income tax only on business carried out in Costa Rica (art. 229). They may move the seat on to another country at any time (art. 230). The seat is where the board meets or where central administration is located (art. 231).Ley 3284, Código de Comercio, art. 227 to art. 231, 1964-04-30 official text · verified 2026-10-29

5. The impuesto a las personas jurídicas applies to every branch of a foreign company or its representative registered in the Registro de Personas Jurídicas, with the same rates as local companies (15% of a salario base if not registered with the tax administration, 25%, 30% or 50% for income taxpayers by gross income bracket), payable within the first 30 calendar days of each year (Ley 9428 art. 1, art. 3 and art. 4). Three consecutive unpaid years is a cause of dissolution of the branch (art. 7).
Example: A branch that was an income taxpayer with gross income below 120 salarios base in its last return pays 25% of ₡462,200, which is ₡115,550 for 2026. / About US$254.06.Ley 9428, Impuesto a las Personas Jurídicas, art. 1, art. 3, art. 4 and art. 7, 2017-03-21 official text · verified 2026-10-29

Point	Branch of a foreign company	Local S.A. or S.R.L. subsidiary
Legal personality	Parent's; branch acts through its apoderado generalísimo (art. 226)	Own legal personality once registered (art. 20)
Governing law of constitutive documents	Parent's home law, with Costa Rican courts for local acts (art. 226(c))	Costa Rican Código de Comercio
Tax on legal entities	Yes (Ley 9428 art. 1)	Yes (Ley 9428 art. 1)
Beneficial ownership return	Yes if it holds a cédula jurídica number (Decreto 44390-H art. 3(a))	Yes (Decreto 44390-H art. 3(a))

Branch or subsidiary: points that follow from the Code and Ley 9428.

Worked example

Opening cost floor in 2026: ₡363,000 minimum professional fee (about US$798.12) plus ₡46,220 registry fee (about US$101.62) plus stamps, apostilles and translations of the parent's documents.

Step by step

Obtain from the parent: certificate of good standing and incorporation, articles, board resolution to open the branch and grant the power, all apostilled and translated into Spanish where needed.
Have a Costa Rican notary execute or protocolize the power of attorney deed with the contents of art. 226 and the attorney's acceptance.
Register the power and supporting documents in the Registro Mercantil and obtain the branch's cédula jurídica number.
Pay the impuesto a las personas jurídicas and file the RTBF return looking through the parent to its beneficial owners.
Register with the tax administration before trading.

Common traps

Acting for a foreign company without a registered power makes the agent jointly liable for local obligations (art. 233).
Art. 232 still tells foreign companies operating in Costa Rica to comply with art. 18(13), but that clause on resident agents was repealed by Ley 10597 in 2024; check current registry practice on the notification email instead.
The submission to Costa Rican law and courts and the waiver of home law are mandatory content of the branch power (art. 226(c)).
A branch is not a separate legal person, so the parent's assets are exposed to the branch's liabilities.

Sources

← 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 managerBeneficial 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 penalty →

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