Opening an offshore company in Costa Rica

Costa Rica is a small country with access to the Caribbean Sea and the Pacific Ocean, attracting entrepreneurs from around the world with its political and economic stability and favorable tax regime. Opening an offshore company in Costa Rica is also popular because this jurisdiction does not practice currency controls and is not blacklisted by most countries, including Ukraine.

At Lawrange Attorneys Association, we have successfully registered offshore businesses in this country on numerous occasions. We are well-versed in all the intricacies and pitfalls of this process, so we can help you open an offshore company in Costa Rica in full compliance with local laws and without violating the laws of your country of residence.

Why Costa Rica Is a Great Place to Register an Offshore Company

This country is suitable for offshore company registration for a number of reasons, ranging from its territorial tax system, political stability, and ease of registration. The combination of these factors contributes to a favorable and legitimate environment for successful international business.

Costa Rica’s key advantages include:

• Territorial tax system – companies are taxed only on income derived from sources within Costa Rica. Income earned from business outside the country is exempt from local corporate taxes.
• Political and economic stability – this jurisdiction has a long-standing democratic government and a stable legal system, providing a safe and predictable environment for doing business, unlike some other traditional offshore jurisdictions.
• Asset protection and confidentiality – local legislation provides robust and effective mechanisms for protecting confidentiality and assets, allowing the appointment of nominee directors and shareholders to maintain confidentiality.
• Ease and speed of registration – opening an offshore company in Costa Rica is simple and quick, in some cases within a few weeks, and there are no high minimum capital requirements.
• Access to international trade – numerous free trade agreements with major economies, including the US, Canada, China, and the EU, allow companies registered in Costa Rica to access a vast global market.
• Reputability – Costa Rica is not considered a “black zone” or an uncooperative tax haven. It adheres to international transparency standards (such as FATCA and CRS), enhancing the credibility of companies registered there.

Therefore, if you are looking for the best countries to register an offshore company , we definitely recommend considering Costa Rica. This country is rightfully considered one of the most profitable and promising offshore locations. It offers significant tax and operational advantages without the reputational risks associated with traditional, less regulated tax havens.

Legal Forms for Offshore Companies in Costa Rica

When opening an offshore company in Costa Rica, it’s important to consider the two main legal forms: Joint Stock Company (Sociedad Anónima, SA) and Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL). The choice of a specific legal form should be based on the business’s objectives, management structure, and confidentiality requirements.

Joint Stock Company (Sociedad Anónima, SA)

The most popular legal form for large businesses seeking capital. Registration is required with at least three directors and two shareholders, who can be individuals or legal entities of any residency. The recommended minimum authorized capital is US$100. Shares in SA companies are freely transferable, making raising investment straightforward. When registering a joint stock company in Costa Rica, it is necessary to ensure that annual reports are filed indicating the areas of activity.

Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL)

This form is often chosen by small and medium-sized businesses seeking a simple and flexible structure. An SRL can be managed by several managers or one, who are permitted to be shareholders. An LLC in Costa Rica can be established by one individual or legal entity. No authorized capital is required to open a company under this type of legal entity, and shares can only be transferred with the consent of the remaining shareholders (if any).

Important! Both forms are subject to taxation only if income is earned within Costa Rica. Business activities outside this country are not taxed. SA and SRL companies must have a registered legal address in Costa Rica.

Company Registration Requirements in Costa Rica

Complying with all requirements for opening a company in Costa Rica is crucial to avoiding serious legal and financial consequences, ensuring the company’s legal operation, and protecting its assets and reputation. Failure to comply can result in significant fines, legal problems, and restrictions on your business, as well as delays in the registration process.

Company Organizational Structure

To register a company in Costa Rica , you must meet certain company structure requirements, which vary depending on the chosen legal form. For the most popular forms, such as a sole proprietorship (SA) or limited liability company (SRL), neither requires a specific number of local employees upon registration. However, it is important to meet requirements for the appointment of certain management positions, and the presence of a local agent is mandatory. A local practicing lawyer must be appointed as the resident agent, acting as the official intermediary between the company and the Costa Rican authorities for the receipt of legal notices.

Legal Address

An offshore company in Costa Rica can only exist with a local legal address. A mailbox alone is not sufficient for official registration. This address serves as the legal and administrative basis for even an offshore company.

Basic requirements for a legal address:

• The address must have a verifiable physical location in Costa Rica, so the company can receive official legal and administrative notices.
• Document retention – copies of the company’s primary documents, including the articles of association, register of directors, powers of attorney, and share capital information, must be kept at the registered office.
• Documentary proof of address – a lease agreement, property title deed, or recent utility bill. For virtual or shared offices, a service agreement and a letter from the provider confirming mail use and handling are required.
• Consistency in all documents – the same address must be used consistently in all documents, including tax registration documents, municipal licenses, and bank account opening documents. Discrepancies lead to delays and additional verification.
• Public availability of the legal address promotes transparency and trust among international partners and financial institutions.

Articles of Association and Bylaws

When registering a company in Costa Rica, both the incorporation document (Corporate Bylaws or “Pacto Social”) and the maintenance of internal documents (corporate books) are subject to certain legal requirements to ensure their validity and compliance. For example, the Articles of Association must contain, among other things, information about:

• The date and place of incorporation.
• The founders, including their full name, nationality, occupation, marital status, and ID/passport numbers.
• The name and type of company.
• The company’s objectives – this can be general or specific, and also includes the expected lifespan of the corporation (usually 100 years).
• The legal address (domicile) in Costa Rica.
• The capital structure, including the number and classes of shares/quotas, their value, and the method of payment for the shares, etc.

Furthermore, after incorporation, the company must maintain a number of official bylaws and corporate books (known as “Libros”) to record corporate matters and financial transactions. These documents must be legalized by the tax authority.

Capital Requirements

A key feature of company registration in Costa Rica is the absence of a minimum authorized capital requirement—the amount depends on the specific needs of the company. While a minimum amount is often recommended for initial registration, it is not mandatory for most standard offshore companies, whether an SA or SRL is used.

Important! While there are no minimum capital requirements for regular commercial enterprises, certain regulated activities, such as financial or banking services, do require substantial initial capital.

Steps of Offshore Company Formation in Costa Rica

Registering an offshore company in Costa Rica involves a series of step-by-step legal and administrative steps. For those seeking to take advantage of the local territorial tax system, it is important to consider the specifics and pitfalls of this process to ensure a successful registration.

Choosing and Verifying a Company Name

You should decide on a company name and then reserve it. The name must be unique, in Spanish, or numerically based. You can check it on the National Registry website.

Preparing Corporate Documents

To register an offshore company in Costa Rica, prepare the articles of incorporation. The articles of association must be drafted and signed by a local notary. Prepare identification documents for the management and shareholders – they must be valid and apostilled/legalized. If the company is registered remotely, a power of attorney is required.

Submitting Documents to the Registry and Receiving Confirmation of Registration

Incorporation documents are submitted electronically to the National Registry (Registro Nacional). If you managed to successfully register an offshore company, the applicant will receive the following official confirmations:

• Cédula Jurídica – a legal identification number that confirms the company is a recognized legal entity.
• Certificate of Incorporation (sometimes an apostilled extract from the entry in the public registry) – proof of the company’s official legal status, name, and other details. This document is required for international use and for opening bank accounts.

All key corporate documents, including information about the owner and legal status, are stored on the publicly accessible website of the National Registry. Anyone can verify the existence and status of a company using the legal certificate number (cédula juridica). Official documents (certificates of incorporation, etc.) are prepared and can be provided on paper, often with an apostille for international recognition, or as certified electronic copies.

Post-registration procedures

After registering a company in Costa Rica, a number of post-registration procedures are required:

• Opening a bank account – this can be done in Costa Rica or another jurisdiction, depending on the company’s needs. Typically, certified corporate documents, proof of identity of owners and authorized signatories, and proof of address are required. In some cases, the applicant’s personal presence may be required.
• Licenses and permits – If a company operates in Costa Rica, it must obtain a business license from the municipality where it is registered. Depending on the type of activity, special health and safety permits may also be required. Generally, offshore companies that do not typically operate in Costa Rica do not require local licenses.
• Reporting requirements – legal entities are required to submit an annual declaration to the Central Bank’s Registry of Transparency and Ultimate Beneficiaries (RTBF). Furthermore, even passive or “inactive” offshore companies that do not generate local income are required to submit an annual tax information return to the tax authorities. If the company employs local employees, it must register with the Costa Rican Social Security Authority (CCSS).

Cost and Timeframe for Opening an Offshore Company in Costa Rica

The process of registering an offshore company in this jurisdiction is relatively quick, sometimes taking as little as one week from the time all necessary documents are submitted. In some cases, registering a SRL is even faster. The entire process can often be completed remotely using a power of attorney. However, opening a bank account without being present in person is quite complex due to strict anti-money laundering (AML) regulations and know-your-customer (KYC) policies.

The cost may vary depending on the service package, which typically includes an initial consultation, due diligence, a registration fee, and a year of registered office maintenance. Additional costs may include ongoing fees for a resident agent, accounting services, and apostille fees.

Professional legal Support from Lawrange

To ensure your offshore company registration in Costa Rica complies with local legislation and takes into account the intricacies of corporate and tax regulations, we recommend enlisting the support of our Lawrange Attorneys Association. We will help you avoid potential legal complications, operational issues, and other risks during the offshore company formation process.
Lawrange is a profitable firm to work with because:

• Our experienced lawyers are well-versed in Costa Rican corporate and tax legislation. This means all incorporation documents, licenses, and agreements will comply with specific legal requirements.
• Our legal consultants will help you comply with all AML, KYC, and tax obligations.
• We provide support in preparing and submitting required documents, as well as in communicating with the Regulator. A lawyer will assist in drafting the Articles of Association and other necessary documents, ensuring their legal validity and completeness.
• We offer a full package of services, including certification and apostille of corporate documents. Bank account opening support – our team members provide professional legal assistance in the complex process of opening a corporate bank account in Costa Rica, simplifying interactions with local banks and providing the necessary documentation.

We are always in touch with our clients, taking into account all the needs and nuances of their specific situations. Contact us today to get started opening an offshore company in Costa Rica as quickly as possible.

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