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Start here: the legal gateways every foreign investor crosses in Costa Rica

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

Foreigners have the same individual and social rights as Costa Ricans under the Constitution, and the Central Bank law guarantees free conversion of the colón, so dividends, loan repayments and capital move abroad without exchange approvals. Most investors use a sociedad anónima (two founders, 25 percent of cash capital paid at signing) or a branch with a local apoderado generalísimo, now identified by a cédula jurídica number instead of a name, and must file beneficial owners holding 15 percent or more with the Central Bank register. Profits pay 30 percent income tax, dividends and interest paid abroad 15 percent final withholding, sales 13 percent VAT, and every company pays a flat yearly tax on legal entities each January.

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

Prior authorization or registration needed to investNone (equal rights for foreigners) Constitución Política art. 19, as of 2026-10-29 · in force
Free conversion of the colón and transfer of profitsGuaranteed by law, no Central Bank approval Ley 7558 art. 85, as of 2026-10-29 · in force
Corporate income tax rate30 %Ley 7092 art. 15(a), as of 2026-10-29 · in force
Gross income ceiling for the reduced company scale (2026)119174000 CRCLey 7092 art. 15(b); Decreto 45333-H, as of 2026-10-29 · in force
Withholding on dividends paid abroad15 %Ley 7092 art. 59(g), as of 2026-10-29 · in force
Withholding on interest paid to foreign lenders15 %Ley 7092 art. 59(h), as of 2026-10-29 · in force
VAT standard rate13 %Ley 6826 art. 10, as of 2026-10-29 · in force
Minimum founders of a sociedad anónima2 personsCódigo de Comercio art. 104(a), as of 2026-10-29 · in force
Minimum paid in at formation on cash shares25 %Código de Comercio art. 104(b), as of 2026-10-29 · in force
Registry fee per recorded company document (2026)46220 CRCLey 4564 art. 2(d), as of 2026-10-29 · in force
How S.A. and S.R.L. are identifiedCédula jurídica number assigned by the Registro Nacional Ley 10729 art. 1, as of 2026-10-29 · in force
Resident agent requiredNo, repealed; notification email required Ley 10597 art. 1, as of 2026-10-29 · in force
Beneficial ownership reporting threshold15 %Decreto 44390-H art. 2, as of 2026-10-29 · in force
Yearly tax on legal entities, largest band (2026)231100 CRCLey 9428 art. 3(d); Circular 246-2025, as of 2026-10-29 · in force
Income tax treaty with ArgentinaNone; tax information exchange agreement Ley 9007 Ley 9007, as of 2026-10-29 · in force

The rule

1. Foreigners have the same individual and social duties and rights as Costa Ricans, with the exceptions and limits set by the Constitution and the laws. They may not intervene in political matters and are subject to the jurisdiction of Costa Rican courts and authorities, without recourse to diplomatic channels except as international agreements provide. There is no general foreign investment approval or registration statute.
Cost to do it: No government filing or fee is needed to admit a foreign investment: ₡0 (US$0).Constitución Política de la República de Costa Rica, Art. 19, 1949-11-07 official text · verified 2026-10-29
2. Whatever exchange regime the Central Bank board sets, it must guarantee free conversion of the colón into other currencies, so it may not restrict the sale of foreign currency except as the Central Bank law itself provides. Foreign currency trading in Costa Rica goes through the Central Bank, SUGEF supervised financial entities and others the board authorises.
Example: A subsidiary with ₡27,061,790 of after tax dividends can buy dollars at its bank and wire them to the parent without any Central Bank permit. / ₡27,061,790 is about US$59,500 at ₡454.82.Ley 7558, Ley Orgánica del Banco Central de Costa Rica, Art. 85 and art. 86, 1995-11-03 official text · verified 2026-10-29
3. A sociedad anónima requires at least two partners each subscribing at least one share; at least 25 percent of each share to be paid in cash must be paid at formation, and shares paid in kind must be fully paid at formation. It is formed by public deed. Formation, amendments, dissolution and mergers must be in a public deed, published in extract in the official gazette and recorded in the Registro Mercantil; until then founders are jointly liable to third parties for obligations contracted for the company.
Cost to do it: Registry fee per recorded document of one tenth of a salario base: ₡46,220 (US$101.62) in 2026 (Ley 4564 art. 2(d)); notarial fee per the official tariff, minimum ₡60,500 (US$133.02) (Decreto 41457-JP art. 74). No statutory minimum capital.
Example: Subscribed cash capital of ₡1,000,000 split between two shareholders: at least ₡250,000 must be paid at signing. / About US$2,198.67 subscribed; at least US$549.67 paid at signing.Ley 3284, Código de Comercio, Art. 19, art. 22, art. 104 and art. 105, 1964-04-30 official text · verified 2026-10-29
4. Since Ley 10729, sociedades anónimas and S.R.L.s no longer carry a corporate name: the Registro Nacional automatically assigns the cédula jurídica number on registration, which becomes the company's identifier followed or preceded by "Sociedad Anónima" (or "Limitada" for an S.R.L.), save as special laws provide.Ley 10729, reform of Código de Comercio art. 18(6), 76, 77, 103, 234 and 245, Art. 1, 2025-05-13 official text · verified 2026-10-29 · changed: Ley 10729 of 13 May 2025, published in La Gaceta 98 of 30 May 2025 and in force from that date, replaced company names with the cédula jurídica number for S.A. and S.R.L.
5. Foreign companies with branches in Costa Rica must appoint and keep in the country an apoderado generalísimo for the branch's business. The power of attorney deed states the purpose of the branch and its assigned capital, the parent's purpose, capital, managers and duration, and an express submission of the representative and the branch to Costa Rican law and courts for acts performed or to be performed in Costa Rica.
Cost to do it: Registry fee ₡46,220 (US$101.62) per recorded document in 2026; foreign documents need an apostille (Ley 8923).Ley 3284, Código de Comercio, Art. 226, 1964-04-30 official text · verified 2026-10-29
6. Every company's articles must state a current, real domicile in Costa Rica and an email address to receive notifications from administrative and judicial authorities. Ley 10597 also repealed the resident agent requirement in art. 18(13). Companies formed earlier must record a notification email in the Registro de Personas Jurídicas by 31 December 2026; this can be done by sworn statement of the legal representative with certified digital signature, without a public deed.Ley 10597 as amended by Ley 10962, Ley 10597 art. 1 and transitorio I; Ley 10962 art. 1 and 2, 2026-06-03 official text · verified 2026-10-29 · changed: Ley 10962 of 3 June 2026 (La Gaceta 101) set the 31 December 2026 deadline in transitorio I of Ley 10597 and allowed registration of the email by digitally signed sworn statement.
7. Legal entities must report to the Central Bank's Registro de Transparencia y Beneficiarios Finales (RTBF) the natural persons holding 15 percent or more of the capital or otherwise controlling them. The ordinary return is filed every April; a newly registered company files within 20 business days of registration or assignment of its cédula jurídica, and changes such as a holder reaching 15 percent are filed within 15 business days. Failure carries a fine of 2 percent of the prior year's gross income, between 3 and 100 salarios base, after a warning with 3 business days to comply.
Cost to do it: Filing is free; the fine ranges from ₡1,386,600 to ₡46,220,000 (US$3,048.68 to US$101,622.62) in 2026.Ley 9416; Decreto 44390-H; Resolución conjunta MH-DGT-RES-0020-2024; Ley 4755 (CNPT), Ley 9416 ch. on transparency; Decreto 44390-H art. 2; Res. 0020-2024 art. 8 and 11; CNPT art. 84 bis, 2024-09-17 official text · verified 2026-10-29
8. Legal entities pay a 30 percent income tax on Costa Rican source taxable income. Companies whose gross income does not exceed ₡119,174,000 in the period pay a progressive scale of 5, 10, 15 and 20 percent instead. The tax year runs from 1 January to 31 December.
Example: Taxable income of ₡45,482,000 in a company above the small company threshold pays ₡13,644,600. / About US$100,000 of profit pays US$30,000.Ley 7092, Ley del Impuesto sobre la Renta; Decreto 45333-H, Ley 7092 art. 4 and art. 15; Decreto 45333-H (2026 brackets), 2025-11-10 official text · verified 2026-10-29
9. Dividends and profit distributions paid abroad bear a final withholding of 15 percent, and interest, commissions and financial expenses paid to foreign lenders 15 percent (5.5 percent when paid by SUGEF supervised entities to supervised foreign entities). The withholding is due within the first 15 calendar days of the month after the payment or credit and is a single, final tax for the foreign recipient.
Example: A dividend of ₡31,837,400 to a foreign parent bears ₡4,775,610 of withholding; ₡27,061,790 is transferred. / About US$70,000 dividend, US$10,500 withheld, US$59,500 net.Ley 7092, Ley del Impuesto sobre la Renta, Art. 59(g), art. 59(h) and art. 60, 1988-04-21 official text · verified 2026-10-29
10. The general VAT rate is 13 percent. Taxpayers must register in the taxpayer register when they start taxed activities, otherwise the tax administration registers them of its own motion, and they file and pay by the 15th calendar day of each month for the previous month's sales.Ley 6826, Ley del Impuesto al Valor Agregado, Art. 5, art. 10 and art. 27, 1982-11-08 official text · verified 2026-10-29
11. Every commercial company, E.I.R.L. and branch of a foreign company registered in the Registro de Personas Jurídicas pays a yearly tax on legal entities equal to 15 percent of a salario base if not registered with the tax administration, and 25, 30 or 50 percent of a salario base for income taxpayers according to the prior year's gross income (under 120, from 120 to under 280, or 280 salarios base or more). It is paid within the first 30 calendar days of each year, or within 30 calendar days of filing for registration for new entities. Three consecutive unpaid years are a cause of dissolution.
Cost to do it: 2026 amounts: ₡69,330 (US$152.43), ₡115,550 (US$254.06), ₡138,660 (US$304.87) or ₡231,100 (US$508.11).Ley 9428, Impuesto a las Personas Jurídicas, Art. 3, art. 4 and art. 7, 2017-03-21 official text · verified 2026-10-29
12. Industrial processing companies under the free zone regime that operate in a strategic sector or outside the Greater Metropolitan Area pay income tax at 6 percent for 8 years and 15 percent for the next 4 years inside the GAM, or 0 percent for 6 years, 5 percent for the next 6 and 15 percent for the following 6 outside it. Their benefits are not conditioned on export results, and goods sold locally pay the taxes of any import.
Cost to do it: Free zone users pay PROCOMER fees under Ley 7638; see trade and tax incentive pages for detail.Ley 7210, Ley de Régimen de Zonas Francas, Art. 17(f), art. 21 bis and art. 21 ter, 1990-11-23 official text · verified 2026-10-29
StepRateCRCApprox. USD
Pre tax profit45,482,000100,000
Income tax (Ley 7092 art. 15(a))30%13,644,60030,000
Dividend distributed31,837,40070,000
Withholding on dividend (Ley 7092 art. 59(g))15%4,775,61010,500
Net to parent27,061,79059,500
Combined burden40.5%18,420,21040,500

US$100,000 of pre tax profit taken out as a dividend to a foreign parent (no treaty relief; ₡454.82 per US dollar)

Worked example

  • A foreign parent and a second shareholder form a sociedad anónima with ₡1,000,000 of cash capital, paying ₡250,000 at signing (Código de Comercio art. 104). The company earns ₡45,482,000 (about US$100,000) of taxable income, pays ₡13,644,600 of income tax at 30 percent and distributes ₡31,837,400. The company withholds 15 percent (₡4,775,610) and pays it by the 15th of the next month (Ley 7092 art. 59(g) and 60), and the parent receives ₡27,061,790 (about US$59,500), converted and wired without any exchange permit (Ley 7558 art. 85). A parent resident in a treaty country should check the reduced treaty rate on the tax treaties page.

Step by step

  1. 1. Choose the vehicle: a sociedad anónima (two founders, 25 percent of cash shares paid at signing), an S.R.L., or a branch with a local apoderado generalísimo (Código de Comercio art. 104 and 226). An E.I.R.L. is only for a single natural person.
  2. 2. Apostille the foreign parent's documents in its home country (Ley 8923) before the notary acts on them.
  3. 3. Sign the public deed with a domicile and a notification email, publish the extract in La Gaceta and record it in the Registro Mercantil; the company will be identified by its cédula jurídica number (Código de Comercio art. 18 and 19, Ley 10729).
  4. 4. Pay the tax on legal entities within 30 calendar days of filing for registration and file the first RTBF return within 20 business days of registration (Ley 9428 art. 4; Res. 0020-2024 art. 8(b)).
  5. 5. Register for income tax and VAT before starting taxed activity, and with the CCSS and the INS before hiring (Ley 6826 art. 5; Ley 17 art. 3; Código de Trabajo art. 193).
  6. 6. Model the tax cost: 30 percent income tax, 15 percent on dividends and interest abroad, 13 percent VAT, or free zone rates if the project qualifies (Ley 7210 art. 21 ter).
  7. 7. Diarise January (tax on legal entities), 15 March (annual return), April (RTBF) and the 15th of each month (VAT and withholdings); see the tax and compliance calendar page.

Common traps

  • Founders are jointly liable for obligations contracted for the company until the deed is published and recorded (Código de Comercio art. 22); do not sign contracts in the company's name before registration.
  • Since Ley 10729 an S.A. or S.R.L. cannot be identified by a trade name in its own corporate identity: contracts, invoices and bank documents should use the cédula jurídica number with "Sociedad Anónima" or "Limitada"; omitting the S.R.L. suffix makes partners jointly and without limit liable for resulting damages (Código de Comercio art. 77).
  • Companies formed before Ley 10597 that have not recorded a notification email by 31 December 2026 risk automatic notification of administrative and court decisions (Ley 8687 art. 20 as reformed by Ley 10597 art. 2).
  • The Registro Nacional will not issue certificates of legal standing or record documents for entities behind on the tax on legal entities or on RTBF filings (Ley 9428 art. 5; CNPT art. 84 bis), which can stall bank onboarding and financing.
  • Recording documents for a legal entity in the commercial registry requires the company to be registered with the CCSS where applicable and current on social security payments (Ley 17 art. 74).
  • Ley 7092 art. 59(g) still reads "15 percent or 5 percent" by reference to articles that were repealed; use 15 percent as the domestic rate and look to a tax treaty for any reduction.

Sources

Related pages

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