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

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 manager

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

The 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 for a foreign group. It is created by public deed, published in La Gaceta and registered, must stay within the single object stated in the deed, and is run by a manager with generalísimo powers who may or may not be the owner. It pays the yearly tax on legal entities and files a beneficial ownership return like any company.

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

Owners of an E.I.R.L.	1 natural person; legal persons may not form or acquire one Código de Comercio art. 9, as of 2026-10-29 · in force
Statutory minimum capital of an E.I.R.L.	None set in the Código de Comercio Código de Comercio art. 10(c), as of 2026-10-29 · in force
Creditor claim window after the La Gaceta liquidation notice	1 monthCódigo de Comercio art. 15, as of 2026-10-29 · in force

The rule

1. The E.I.R.L. is a legal person with its own autonomy, independent and separate from the natural person who owns it. Legal persons may not form or acquire an E.I.R.L. (art. 9). It is a merchant under the Code (art. 5(b)).Ley 3284, Código de Comercio, art. 5(b) and art. 9, 1964-04-30 official text · verified 2026-10-29

2. It is formed by public deed stating: a name with the words Empresa Individual de Responsabilidad Limitada or the initials E.I.R.L., which may not use all or part of a natural person's name; its domicile and whether it may open agencies or branches in or outside the country; its founding capital, to which the Code's rules on valuing non cash contributions and on contributions apply; an object, outside of which the company may not act; its duration and start date, which defaults to registration; and the appointment of a manager for the whole term or for stated periods. The manager may or may not be the owner, has the powers of an apoderado generalísimo and may not substitute the mandate unless the deed allows, although they may grant powers for litigation (art. 10).
Cost to do it: Registration of company documents costs one tenth of a salario base, ₡46,220 (about US$101.62) in 2026 (Ley 4564 art. 2(d) applies to sociedades mercantiles; for other operations the general minimum of ₡2,000, about US$4.40, in art. 2(e) applies, so confirm the line the Registro Nacional applies to an E.I.R.L.). The notarial fee schedule's general minimum is ₡60,500 (about US$133.02) per deed (Decreto 41457-JP art. 74).Ley 3284, Código de Comercio, art. 10, 1964-04-30 official text · verified 2026-10-29

3. The owner may withdraw profits only after the annual inventory and balance sheet show realized and liquid profits (art. 11). Only the company's assets answer for its obligations and the owner's liability is limited to contributing the capital (art. 12). Its formation, amendments, dissolution, liquidation or transfer are published in extract in the official gazette and registered in the Registro Público (art. 13). Selling the business it runs does not by itself require liquidation of the E.I.R.L. (art. 14).Ley 3284, Código de Comercio, art. 11 to art. 14, 1964-04-30 official text · verified 2026-10-29

4. The founder or successors may liquidate before the term by preparing an inventory and balance sheet and publishing a liquidation notice in La Gaceta calling creditors to claim within one month; the company's assets pay the claims, amounts for creditors who appear in the books but do not claim are deposited in a bank to their order, and after four years unclaimed deposits revert to the owner. The same procedure applies when the term expires (art. 15).
Example: On early liquidation, a creditor shown in the books for ₡500,000 who does not answer the La Gaceta notice within one month is paid by a bank deposit to their order; if unclaimed for four years, the owner recovers it. / ₡500,000 is about US$1,099.34.Ley 3284, Código de Comercio, art. 15, 1964-04-30 official text · verified 2026-10-29

5. The Código de Comercio still says the owner includes each E.I.R.L.'s taxable income in their personal return (art. 9, second paragraph), but the income tax law lists empresas individuales de responsabilidad limitada as taxpayers in their own right (Ley 7092 art. 2(d)) and does not allow deduction of interest the E.I.R.L. assigns to its owner, spouse, children or relatives up to the third degree (Ley 7092 art. 9). The E.I.R.L. is also expressly subject to the impuesto a las personas jurídicas (Ley 9428 art. 1).Ley 7092, Ley del Impuesto sobre la Renta; Ley 9428, Impuesto a las Personas Jurídicas, Ley 7092 art. 2(d) and art. 9; Ley 9428 art. 1, 1988-04-21 official text · verified 2026-10-29

Feature	E.I.R.L.	S.R.L.	S.A.
Owner can be a company	No (art. 9)	Yes	Yes
Object	Only the object in the deed (art. 10(d))	As stated in the deed	As stated in the deed
Management	Manager with generalísimo powers (art. 10(f))	One or more managers (art. 89)	Board of at least 3 (art. 181)
Name	Name with E.I.R.L., no personal names (art. 10(a))	Cédula jurídica plus Limitada (art. 76)	Cédula jurídica plus S.A. (art. 103)

E.I.R.L. compared with the one or two founder company options (Código de Comercio).

Step by step

Confirm the owner is a natural person and define a single object broad enough for the planned business.
Sign the deed before a notary, publish the extract in La Gaceta and register it (art. 10 and art. 13).
Pay the impuesto a las personas jurídicas and file the RTBF return within the same deadlines as companies.
Prepare the annual inventory and balance sheet before any withdrawal of profits (art. 11).

Common traps

A foreign or local company cannot own an E.I.R.L.; using one as a subsidiary is not possible (art. 9).
Acts outside the object in the deed are prohibited, so a narrow object can block new lines of business until the deed is amended (art. 10(d)).
The name may not include all or part of a natural person's name (art. 10(a)).
Withdrawing money before an annual balance shows realized profits breaches art. 11.

Sources

← 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 reserveBranch 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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