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

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 entities

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

The 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 is paid at signing, and the deed is executed before a Costa Rican notary, published in extract in La Gaceta and registered in the Registro Mercantil. Since Ley 10729 of 2025 a new S.A. has no name of its own; the Registro Nacional gives it a cédula jurídica number and any brand must be registered as a trade name. Shares must be registered (nominative), the board has at least three members, and every S.A. pays the impuesto a las personas jurídicas and files a beneficial ownership return every year.

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

Minimum founders of an S.A.	2 personsCódigo de Comercio art. 104(a), as of 2026-10-29 · in force
Minimum paid at signing of each share subscribed for cash	25 %Código de Comercio art. 104(b), as of 2026-10-29 · in force
Minimum board members of an S.A.	3 personsCódigo de Comercio art. 181, as of 2026-10-29 · in force
Legal reserve: share of yearly net profit until reserve equals 20% of capital	5 %Código de Comercio art. 143, as of 2026-10-29 · in force
Bearer shares allowed	No, shares must be nominative Código de Comercio art. 120, as of 2026-10-29 · in force
Statutory minimum capital of an S.A.	None set in the Código de Comercio Código de Comercio art. 102 to 106, as of 2026-10-29 · in force
Registro Nacional fee per company document registered (incorporation, appointments, amendments)	46220 CRCLey 4564 art. 2(d), one tenth of salario base, as of 2026-01-01 · in force

The rule

1. A sociedad anónima is a mercantile company whatever its purpose (art. 17). Its capital is divided into shares and shareholders are only liable for paying their contributions (art. 102). Formation requires at least two shareholders who each subscribe at least one share, payment at signing of at least 25% of each share subscribed for cash, and full payment at signing of every share paid in kind (art. 104). It is formed by public deed, either by simultaneous founding or by public subscription (art. 105).
Example: Two founders subscribe 100 shares of ₡10,000 (capital ₡1,000,000) to be paid in cash: at least ₡250,000 must be paid at signing, with the balance due on the terms of the deed. / On a capital of about US$2,198.67, at least about US$549.67 is paid at signing.Ley 3284, Código de Comercio, art. 17, art. 102, art. 104 and art. 105, 1964-04-30 official text · verified 2026-10-29

2. The deed must contain, among other items, the founders' particulars, the type of company and its object, duration, the amount of capital and how and when it is paid, each partner's contribution with a valuation for non cash items (partners are jointly liable to third parties for overvaluation), a real address in Costa Rica for notices plus an email account to receive notifications from administrative and judicial authorities, the form of administration and the appointment of administrators, the rules on balance sheets, profit sharing, legal reserve, early dissolution and liquidation (art. 18). For an S.A. it must also state the number, par value, nature and class of shares, and it may authorize the board to increase capital up to a set limit (art. 106).Ley 3284, Código de Comercio, art. 18 as amended by Ley 10597 and Ley 10729, art. 18 and art. 106, 2025-05-13 official text · verified 2026-10-29 · changed: Ley 10597 of 5 November 2024 made an email account for official notifications a mandatory part of the domicile clause and repealed art. 18(13), which had required a resident agent (a lawyer with an office in Costa Rica) whenever no representative was domiciled in the country. Ley 10729 of 13 May 2025 replaced the company name in art. 18(6) with the cédula jurídica number.

3. An S.A. is identified only by its cédula jurídica number, which belongs exclusively to the company and is followed or preceded by the words Sociedad Anónima or S.A.; to obtain protection from the Registro de Propiedad Intelectual it must register its trade name (art. 103). Share companies have no razón social, only a cédula jurídica number assigned at formation (art. 245). Documents already in process when Ley 10729 took effect follow the previous procedure (transitorio único).Ley 10729, reforma del Código de Comercio, art. 1 (amending Código de Comercio art. 18(6), 103, 234(b) and 245) and transitorio único, 2025-05-13 official text · verified 2026-10-29 · changed: Before Ley 10729 an S.A. chose a denomination; the founders now receive a number assigned by the Registro Nacional and must file a separate trade name registration for any brand.

4. Cash contributions are deposited in a bank of the Sistema Bancario Nacional in the name of the company in formation, and the notary attests the deposit; the money is released only to the legal representative once the company is registered, or returned to the depositors if they show by public deed that they abandoned the formation (art. 107).Ley 3284, Código de Comercio, art. 107, 1964-04-30 official text · verified 2026-10-29

5. Incorporation, its amendments, dissolution and merger must be recorded in a public deed, published in extract in the official gazette and registered in the Registro Mercantil (art. 19); registered companies have legal personality (art. 20). Until publication and registration, company acts have no effect against third parties and the founders are jointly liable for obligations taken on for the company, except a partner who proves they formally pursued registration, from the moment they did so (art. 22). Since Ley 10962 of 2026 the email for notifications can be added or changed by a sworn statement of the legal representative signed with a certified digital signature, without a public deed (art. 19).
Cost to do it: The Registro Nacional charges a single fee of one tenth of a salario base, ₡46,220 (about US$101.62) in 2026, for each document registered for the same company, including incorporation, appointments, powers, amendments and capital increases (Ley 4564 art. 2(d)); the notary's fee is agreed with the client, and the official fee schedule sets a general notarial minimum of ₡60,500 (about US$133.02) per deed (Decreto 41457-JP art. 74). Fiscal and professional stamps and the La Gaceta publication are charged on top.Ley 3284, Código de Comercio, art. 19, art. 20 and art. 22, 2026-06-03 official text · verified 2026-10-29 · changed: Ley 10962 of 3 June 2026 added the last paragraph of art. 19 so the company email can be registered by digitally signed sworn statement.

6. Shares must be nominative and may be issued in local or foreign currency; shares without value are prohibited (art. 120). The company keeps registers of each shareholder's name, nationality and domicile, shares, payments, transfers and liens (art. 137). The articles may require board approval for share transfers, in which case the board either authorizes the transfer or names a buyer at market or expert price, and silence counts as approval (art. 138). Each common share has one vote and plural voting shares are prohibited (art. 139).Ley 3284, Código de Comercio, as amended by Ley 9068, art. 120, art. 137, art. 138 and art. 139, 2012-09-10 official text · verified 2026-10-29 · changed: Ley 9068 of 10 September 2012 (fiscal transparency standard) repealed bearer share provisions (art. 132 and art. 137(d)) and required the holder's name on share certificates (art. 134(c)).

7. The business is managed by a board of at least three members, who may or may not be shareholders, holding the offices of president, secretary and treasurer; unless the articles say otherwise, directors are elected by cumulative voting (art. 181). The president and any directors named in the articles represent the company judicially and extrajudicially (art. 182). A board quorum is half its members, decisions are by majority of those present and the chair has a casting vote (art. 184). Directors stay in office until successors can act (art. 186). A fiscal (statutory examiner) is optional unless the capital was raised by public subscription (art. 193 and art. 194).Ley 3284, Código de Comercio, art. 181 to art. 186, art. 193 and art. 194, 1964-04-30 official text · verified 2026-10-29

8. An ordinary shareholders' meeting must be held at least once a year within three months after the close of the fiscal year to approve the directors' report, decide on profit distribution and appoint or remove directors (art. 155); extraordinary meetings amend the articles and may meet at any time (art. 156). Notice follows the articles, or otherwise a notice in La Gaceta, and is waived when all shareholders are present and agree (art. 158). Holders of 25% of capital may require a meeting (art. 159). First call quorum is half the voting shares for ordinary meetings, with decisions by more than half of the votes present (art. 169), and three quarters for extraordinary meetings, with decisions by more than half of all voting shares (art. 170); at second call any number is a quorum (art. 171). Shareholders may attend by special, general or generalísimo proxy; registered SMEs may also use a special mandate for each meeting on plain paper, with the stamps, signed and authenticated by a lawyer (art. 146).Ley 3284, Código de Comercio, art. 146 as amended by Ley 10840, art. 146, art. 155, art. 156, art. 158, art. 159 and art. 169 to art. 171, 2026-02-04 official text · verified 2026-10-29 · changed: Ley 10840 of 4 February 2026 rewrote art. 146 to let MEIC registered SMEs and MAG registered small and medium farm producers appoint a meeting proxy by a simple authenticated mandate.

9. Dividends may be paid only out of realized, liquid profits from a balance sheet approved by the meeting, lost capital must be restored or reduced before any distribution, the company may not lend to partners against their own shares, and directors are personally liable for unlawful distributions (art. 27). Five percent of each year's net profit goes to a legal reserve until it reaches 20% of capital; once declared, a cash dividend must be paid within three months of the meeting and a certified copy of the resolution is enforceable (art. 143).
Example: An S.A. with capital of ₡10,000,000, no reserve yet and net profit of ₡4,000,000 must set aside ₡200,000 (5%), leaving ₡3,800,000 that the annual meeting may distribute; allocations stop once the reserve reaches ₡2,000,000. / On a capital of about US$21,986.72 and profit of about US$8,794.69, the reserve allocation is about US$439.73 and the cap is about US$4,397.34.Ley 3284, Código de Comercio, art. 27 and art. 143, 1990-10-10 official text · verified 2026-10-29

10. Partners who dissent from extending the company's term, moving its domicile abroad, or a transformation or merger that increases their liability may withdraw and be reimbursed (art. 32 bis). A partner may also withdraw if, despite profits in two consecutive periods, the company did not pay out at least 10% in cash dividends in each period, or if its line of business changed to the partner's detriment; reimbursement is due in cash within 60 days and, once the shares are deposited, the partner loses that status permanently.Ley 3284, Código de Comercio, art. 32 bis as amended by Ley 10902, art. 32 bis, 2026-05-12 official text · verified 2026-10-29 · changed: Ley 10902 of 12 May 2026 added the final paragraph of art. 32 bis: once the withdrawal right is exercised and the shares are deposited, partner status is lost and cannot be regained.

11. Companies must adopt board approved corporate governance policies: related party transactions with the general manager, directors or their related parties must be reported in advance and the conflicted person abstains, and transactions involving 10% or more of total assets need prior board approval and disclosure in the annual report (art. 32 ter). Shareholders may inspect books and documents, and holders of 10% of capital may ask a judge to order an audit under International Standards on Auditing at their own cost (art. 26).Ley 3284, Código de Comercio, as amended by Ley 9392, art. 26 and art. 32 ter, 2016-08-24 official text · verified 2026-10-29

Meeting	First call quorum	Decision	Second call
Ordinary	Half of voting shares	More than half of votes present	Any quorum, more than half of votes present
Extraordinary	Three quarters of voting shares	More than half of all voting shares	Any quorum, more than half of votes present

Shareholder meeting thresholds in an S.A. (Código de Comercio art. 169 to 171), unless the articles set higher majorities.

Worked example

Founding cost floor in 2026: registry fee ₡46,220 (about US$101.62) plus the notary's fee, which the official schedule sets at a minimum of ₡60,500 (about US$133.02), plus stamps and the La Gaceta extract.
First year tax on legal entities for an S.A. filed for registration on 1 July 2026: 15% of a salario base (₡69,330) prorated for the remaining 184 days of the year, roughly ₡34,950 (about US$76.84), payable within 30 calendar days of filing.

Step by step

Agree the articles: share classes, board size and powers, transfer restrictions, fiscal (optional) and fiscal year.
Collect founder identification; foreign corporate founders need apostilled constitutive documents and powers (Costa Rica joined the Apostille Convention by Ley 8923).
Deposit the cash part of the subscribed capital in a Costa Rican bank account in the name of the company in formation (art. 107).
Sign the deed before a Costa Rican notary, including the domicile and the notification email.
Publish the extract in La Gaceta and file the deed with the Registro Nacional, paying the registry fee; receive the cédula jurídica number.
Within 30 calendar days of filing, pay the prorated impuesto a las personas jurídicas; within 20 business days of registration, file the first beneficial ownership return in the RTBF.
Obtain the legalized shareholder register and minute books issued by the Registro Nacional, register the trade name if a brand is needed, and register with the tax administration.

Common traps

A new S.A. no longer has a name in the Registro Mercantil: if the business needs a brand, file a trade name registration with the Registro de Propiedad Intelectual (art. 103 and art. 245).
Acting before registration makes founders jointly liable to third parties (art. 22).
The register will not record any document for a company that has no notification email on file (Ley 10597 transitorio II); companies formed before that law must register one, and the transitional deadline in Ley 10597 transitorio I as reworded by Ley 10962 is 31 December 2026.
Missing the yearly tax on legal entities blocks certifications and registrations, and three consecutive unpaid years is a cause of dissolution (Ley 9428 art. 5 and art. 7).
Dividends declared from unaudited or unapproved accounts expose directors to personal liability (art. 27).
Foreign corporate shareholders must be looked through to the natural persons behind them in the RTBF, or the filing is incomplete (Decreto 44390-H art. 13).

Sources

← Choosing an entity in Costa Rica: sociedad anónima, sociedad de responsabilidad limitada, E.I.R.L. or branch of a foreign companySociedad 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 reserve →

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