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The first 90 days in Costa Rica: from apostilled documents to the first monthly filings

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

The critical path starts abroad: the parent's documents need an apostille, which Costa Rica accepts under the Hague Convention approved by Ley 8923. A notary then executes the public deed, the extract is published in La Gaceta and the company is recorded in the Registro Mercantil, which assigns its cédula jurídica number; until then founders are jointly liable. Two clocks then run: 30 calendar days from filing to pay the tax on legal entities and 20 business days from registration for the first beneficial ownership return. Before trading the company registers with the tax administration, before hiring it registers with the CCSS and insures workers with the INS, and it needs a municipal licence for any profit making activity; monthly VAT and withholding filings start the next month.

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. Amounts set by reference to the salario base use the 2026 value of ₡462,200 (Circular 246-2025 of the Consejo Superior del Poder Judicial). Conversions are for orientation only.

Key facts

Foreign public documents	Apostille (Hague Convention) Ley 8923, as of 2026-10-29 · in force
Minimum paid in at formation on cash shares	25 %Código de Comercio art. 104(b), as of 2026-10-29 · in force
Minimum notarial fee per act	60500 CRCDecreto 41457-JP art. 74, as of 2026-10-29 · in force
Registry fee per company document (2026)	46220 CRCLey 4564 art. 2(d), as of 2026-10-29 · in force
Tax on legal entities after filing for registration	30 calendar daysLey 9428 art. 4, as of 2026-10-29 · in force
First RTBF return after registration	20 business daysMH-DGT-RES-0020-2024 art. 8(b), as of 2026-10-29 · in force
Tax registration	On starting taxed activities Ley 6826 art. 5, as of 2026-10-29 · in force
Late registration fine per month (2026)	231100 CRCCNPT art. 78, as of 2026-10-29 · in force
Occupational risk insurance	Compulsory with the INS Código de Trabajo art. 193, as of 2026-10-29 · in force
Registration of foreign capital with the central bank	Not required Ley 7558 art. 85, as of 2026-10-29 · in force

The rule

1. Costa Rica approved its accession to the Hague Convention abolishing the requirement of legalisation for foreign public documents, so public documents from other contracting states need only an apostille issued in the state of origin.
Cost to do it: Apostille fees are set by the issuing country.Ley 8923, approval of accession to the Apostille Convention, Art. 1, 2011-02-22 official text · verified 2026-10-29

2. Formation of a company must be in a public deed, published in extract in the official gazette and recorded in the Registro Mercantil. Registered companies have legal personality; until publication and registration, company acts have no effect against third parties and the founders are jointly liable, although a partner who proves steps to register ceases to be liable from then.
Cost to do it: Registry fee ₡46,220 (US$101.62) per document (Ley 4564 art. 2(d)); notarial fee per tariff with a ₡60,500 (US$133.02) minimum (Decreto 41457-JP art. 74).Ley 3284, Código de Comercio, Art. 19, art. 20 and art. 22, 1964-04-30 official text · verified 2026-10-29

3. The deed must state a current and real domicile in Costa Rica and an email account for notifications from administrative and judicial authorities; the Registro Nacional assigns the cédula jurídica number automatically on registration of an S.A. or S.R.L.Ley 3284, Código de Comercio, as reformed by Ley 10597 and Ley 10729, Art. 18(6) and 18(10), 2025-05-13 official text · verified 2026-10-29

4. Notary fees are charged according to the amount, real value or total estimate of the act, with a minimum of ₡60,500, under the general tariff for notarial work.
Cost to do it: Minimum ₡60,500 (US$133.02) per notarial act; higher on larger amounts.Decreto Ejecutivo 41457-JP, Arancel de honorarios por servicios profesionales de abogacía y notariado, Art. 74, 2018-10-17 official text · verified 2026-10-29 · changed: The 2022 reform of art. 74 by Decreto 43704 was annulled by the Tribunal Contencioso Administrativo (resolution 00958 of 16 February 2024), so the original text applies.

5. Commercial companies, E.I.R.L.s and branches in the process of registration pay the tax on legal entities within the first 30 calendar days after filing at the Registro de Personas Jurídicas.
Cost to do it: For a new company not yet registered for income tax, 15 percent of a salario base: ₡69,330 (US$152.43) in 2026.Ley 9428, Impuesto a las Personas Jurídicas, Art. 4, 2017-03-21 official text · verified 2026-10-29

6. A newly registered legal entity, or one newly assigned a cédula jurídica or reinstated, files its first beneficial ownership return within 20 business days of that event; if it occurs in April, the more favourable of the 20 days and the April window applies.Resolución conjunta MH-DGT-RES-0020-2024, Art. 8(b), 2024-09-17 official text · verified 2026-10-29

7. Persons and entities must register in the taxpayer register when they start taxed activities; otherwise the tax administration registers them of its own motion, they remain liable for the tax and lose credit for VAT paid on inventory held at registration. Late registration costs half a salario base per month or part of a month, up to three salarios base.
Cost to do it: Fine ₡231,100 (US$508.11) per month, cap ₡1,386,600 (US$3,048.68) in 2026.Ley 6826, Ley del IVA; Ley 4755, CNPT, Ley 6826 art. 5; CNPT art. 78, 1982-11-08 official text · verified 2026-10-29

8. Social insurance coverage is compulsory for all manual and intellectual workers who earn a salary, with contributions on total remuneration. Employers must be registered with the CCSS and current on their contributions to have administrative applications for permits, licences and concessions admitted, to record documents of legal entities in the commercial registry, and to bid in public procurement.Ley 17, Ley Constitutiva de la Caja Costarricense de Seguro Social, Art. 3 and art. 74, 1943-10-22 official text · verified 2026-10-29

9. Every employer must insure its workers against occupational risks with the Instituto Nacional de Seguros; the duty remains when workers are engaged through intermediaries.Ley 2, Código de Trabajo, Art. 193, 1943-08-27 official text · verified 2026-10-29

10. Anyone carrying on a profit making activity must hold the municipal licence of the canton, obtained by paying the licence tax, which is owed for the whole time the activity was carried on or the licence held, even if the activity did not take place.Ley 7794, Código Municipal, Art. 88, 1998-04-30 official text · verified 2026-10-29

11. A sociedad anónima needs at least two partners, and at least 25 percent of each cash share must be paid at formation; shares paid in kind must be fully paid.Ley 3284, Código de Comercio, Art. 104, 1964-04-30 official text · verified 2026-10-29

Stage	Action	Deadline or trigger	Legal basis
Abroad	Apostille the parent's certificate of existence, board resolution and powers	Before the notary acts	Ley 8923
Formation	Execute the deed with domicile, notification email and capital (25% of cash shares paid)	At signing	Código de Comercio art. 18 and 104
Registration	Publish the extract in La Gaceta and record in the Registro Mercantil; cédula jurídica assigned	Founders jointly liable until done	Código de Comercio art. 19 and 22; Ley 10729
Within 30 calendar days of filing	Pay the tax on legal entities	30 calendar days	Ley 9428 art. 4
Within 20 business days of registration	File the first RTBF beneficial ownership return	20 business days	Res. 0020-2024 art. 8(b)
Before trading	Register with the tax administration for income tax and VAT	Start of taxed activity	Ley 6826 art. 5; CNPT art. 78
Before trading	Obtain the municipal licence	Start of profit making activity	Código Municipal art. 88
Before hiring	Register as employer with the CCSS and insure workers with the INS	First employee	Ley 17 art. 3 and 74; Código de Trabajo art. 193
Month after first sale or payroll	VAT return by the 15th; withholdings paid by the 15th	Monthly	Ley 6826 art. 27; Ley 7092 art. 42 and 60

Critical path for a foreign parent setting up a sociedad anónima

Worked example

A parent subscribes ₡1,000,000 of cash capital in a new sociedad anónima with a second shareholder and pays ₡250,000 at signing. Official costs in 2026: registry fee ₡46,220 for the formation deed, notarial fee per tariff from ₡60,500, and the first tax on legal entities of ₡69,330 within 30 calendar days of filing because the company is not yet registered for income tax: at least ₡176,050 (about US$387.08) before professional fees agreed with the lawyer.

Step by step

1. Abroad: obtain apostilled corporate documents and a power for the person who will sign the deed.
2. Agree the deed with a Costa Rican notary: type of entity, capital, directors, domicile and a monitored notification email.
3. Deposit or pay the required capital, sign, publish and record; obtain the cédula jurídica number.
4. Pay the tax on legal entities within 30 calendar days of filing and file the RTBF return within 20 business days of registration.
5. Register with the tax administration before the first invoice; open a bank account with the cédula jurídica and RTBF filing at hand.
6. Apply for the municipal licence in the canton where you operate.
7. Register as employer with the CCSS and take out INS occupational risk insurance before the first employee starts.
8. From the following month, file VAT and pay withholdings by the 15th.

Common traps

Founders are jointly liable for obligations taken on before publication and registration (Código de Comercio art. 22).
The CCSS requirement in Ley 17 art. 74 applies to recording company documents and to most permits and licences, so a lapse in social security payments can block later corporate filings.
The municipal licence tax is owed for the whole time the licence is held even without activity (Código Municipal art. 88); cancel it if operations stop.
Late tax registration forfeits VAT credit on inventory held at registration (Ley 6826 art. 5) in addition to the CNPT art. 78 fine.
A company that starts work before insuring workers with the INS bears occupational risk liabilities itself; the duty applies also when workers come through intermediaries (Código de Trabajo art. 193).

Sources

← Tax and compliance calendar for a company in Costa Rica (late 2026 and 2027)Reform tracker: what changed in Costa Rican business law in 2024 to 2026 and what starts in 2027 →

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