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

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 reserve

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

The 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 company is run by one or more managers (gerentes) rather than a board. All capital is subscribed at signing with at least a quarter of each quota paid, the rest within a year. Quota transfers to outsiders need unanimous consent unless the deed allows a three quarters majority, which makes the S.R.L. a good fit for subsidiaries with one parent group and for family or founder owned businesses.

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 paid at signing of each quota of an S.R.L. (balance within one year)	25 %Código de Comercio art. 80, as of 2026-10-29 · in force
S.R.L. legal reserve: share of yearly net profit until reserve equals 10% of capital	5 %Código de Comercio art. 99, as of 2026-10-29 · in force
Consent for quota transfer to outsiders	Unanimity, or at least three quarters of capital if the deed allows Código de Comercio art. 85, as of 2026-10-29 · in force
Statutory minimum capital of an S.R.L.	None set in the Código de Comercio Código de Comercio art. 78 to 80; Sala Constitucional 3554-2025, as of 2026-10-29 · in force

The rule

1. In the S.R.L. partners are liable only with their contributions, except where a law extends that liability (art. 75). The company may be identified only by its cédula jurídica number plus the words Sociedad de Responsabilidad Limitada or Limitada, abbreviated S.R.L. or Ltda.; anyone who expressly allows their name in the firm name is liable up to the largest contribution (art. 76). Every document, invoice, advertisement or publication must show the cédula jurídica with those words, and omitting them makes the partners jointly and unlimitedly liable for resulting damage to third parties (art. 77).Ley 3284, Código de Comercio, art. 76 and art. 77 as amended by Ley 10729, art. 75 to art. 77, 2025-05-13 official text · verified 2026-10-29 · changed: Ley 10729 of 13 May 2025 replaced the chosen company name with the cédula jurídica number assigned by the Registro Nacional.

2. Capital is represented by nominative quotas, transferable only with the formalities of the Code and never by endorsement; certificates are issued on request and must state that they are not transferable by endorsement. A transfer affects third parties only once recorded in the minute book or partner register, or if it has a certain date, and it may also be registered in the Registro Mercantil (art. 78). An S.R.L. cannot be formed by public subscription (art. 79).Ley 3284, Código de Comercio, art. 78 and art. 79, 1984-08-22 official text · verified 2026-10-29 · changed: Constitutional Chamber ruling 3554 of 5 February 2025 annulled the words in art. 79 that required quotas of one hundred colones or multiples and barred foreign currency units.

3. At formation the whole capital must be subscribed and each partner must pay at least one quarter of each quota subscribed, with the balance payable in cash, assets or securities within one year; after that the company may enforce payment through summary proceedings using a certified copy of the deed (art. 80). Capital increases follow the same requirements and both increases and reductions are published and registered (art. 81). Partners have a pre emptive right in increases in proportion to their stakes, to be exercised within 15 days of notice (art. 82). A capital reduction is published twice in the gazette and takes effect for third parties only three months after the first publication; creditor objections block it until withdrawn or dismissed (art. 83).
Cost to do it: Same registry fee as any company document: ₡46,220 (about US$101.62) per document registered in 2026 (Ley 4564 art. 2(d)); notary fees are agreed, with a ₡60,500 (about US$133.02) general minimum in Decreto 41457-JP art. 74.
Example: A limitada with capital of ₡1,000,000 in 100 quotas of ₡10,000: at signing all 100 quotas are subscribed and at least ₡250,000 is paid; the remaining ₡750,000 is due within one year. / About US$2,198.67 of capital, of which at least about US$549.67 is paid at signing and about US$1,649.00 within a year.Ley 3284, Código de Comercio, art. 80 to art. 83, 1964-04-30 official text · verified 2026-10-29

4. Quotas cannot be assigned to third parties without the prior express consent of all partners, unless the deed allows a majority of at least three quarters of capital (art. 85). If the assignment is refused, the company or the partners have 15 days to buy on the same terms, failing which the assignment is deemed accepted (art. 86). Heirs and legatees join on the same terms as assignees unless the deed provides otherwise (art. 88). The company may buy back its own quotas only out of actual profits, and they carry no vote while held (art. 87).Ley 3284, Código de Comercio, art. 85 to art. 88, 1964-04-30 official text · verified 2026-10-29

5. The S.R.L. is run by one or more managers or deputy managers, who may be partners or outsiders, appointed in the deed or a later registered deed for the company's whole term or for fixed periods, and removable at any time by a relative majority (art. 89). Managers may not compete with the company without unanimous authorization (art. 90), may not delegate their powers unless the deed allows it, though they may grant powers for litigation (art. 91), are jointly liable with the company to third parties for mismanagement or breach of the law or the deed (art. 92), and act as apoderado general or generalísimo as the deed states (art. 93).Ley 3284, Código de Comercio, art. 89 to art. 93, 1964-04-30 official text · verified 2026-10-29

6. Partners must meet at least once a year within three months after the end of the fiscal year to appoint managers where needed and review the inventory and balance sheet; the manager calls the meeting at least eight days in advance by certified letter or another provable means, any number of partners forms a quorum, and no notice is needed if all capital is represented (art. 94). The company keeps a legalized minute book signed by those present (art. 96). Changing the object or increasing partners' liability requires unanimity with all capital represented; other amendments need three quarters of capital (art. 97). Each quota carries one vote, partners may vote through a special, general or generalísimo attorney, and registered SMEs may use a special mandate for each meeting authenticated by a lawyer (art. 98).Ley 3284, Código de Comercio, art. 98 as amended by Ley 10840, art. 94 to art. 98, 2026-02-04 official text · verified 2026-10-29 · changed: Ley 10840 of 4 February 2026 rewrote art. 98 to add the simplified per meeting mandate for MEIC registered SMEs and MAG registered small and medium farm producers.

7. Five percent of each year's net profit is allocated to a legal reserve until it reaches 10% of capital (art. 99). Dividends or distributions may be paid only out of realized and liquid profits, and managers are personally liable for distributions made without first verifying profits or in excess of them (art. 100). The death, incapacity or insolvency proceedings of a partner do not dissolve the company unless the deed says so (art. 101).
Example: A limitada with capital of ₡1,000,000 and net profit of ₡600,000 sets aside ₡30,000; once the reserve reaches ₡100,000 no further allocation is required. / Capital about US$2,198.67, profit about US$1,319.20, allocation about US$65.96, cap about US$219.87.Ley 3284, Código de Comercio, art. 101 as amended by Ley 9957, art. 99 to art. 101, 2021-04-14 official text · verified 2026-10-29

Decision	Threshold	Article
Remove a manager	Relative majority of votes	art. 89
Transfer quotas to an outsider	Unanimity, or three quarters of capital if the deed allows	art. 85
Change of object or more liability for partners	Unanimity with all capital represented	art. 97
Other amendments of the deed	Three quarters of capital	art. 97
Annual meeting quorum	Any number of partners present	art. 94

S.R.L. decisions and thresholds (Código de Comercio).

Worked example

A foreign group forms a limitada as its local subsidiary and appoints one manager with generalísimo powers. Board formalities and cumulative voting rules of the S.A. do not apply, but the manager must still call the yearly meeting within three months after year end (art. 94).

Step by step

Decide capital, quota size, managers and their powers (general or generalísimo) and any transfer majority below unanimity.
Sign the deed before a Costa Rican notary with the domicile and notification email, then publish the extract in La Gaceta and register with the Registro Nacional (art. 19).
Pay the remaining three quarters of each quota within one year (art. 80).
Pay the prorated impuesto a las personas jurídicas within 30 calendar days of filing and file the first RTBF return within 20 business days of registration.
Keep the legalized minute book and partner register issued by the Registro Nacional (art. 96 and art. 252).

Common traps

Omitting the words Limitada or S.R.L. next to the cédula jurídica on invoices and documents makes partners jointly and unlimitedly liable for resulting damage (art. 77).
Quota transfers not recorded in the minute book or partner register, or without certain date, do not bind third parties (art. 78).
A manager's unauthorized delegation makes the manager jointly liable with the substitute (art. 91).
The S.R.L. cannot issue bonds; only the S.A. can issue obligaciones (art. 106).
Unpaid quotas remain due after dissolution to the extent needed to pay company debts (art. 84).

Sources

← 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 entitiesEmpresa 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 →

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