Starting a business in Costa Rica is the dream of many who are looking to enjoy a more laidback lifestyle in paradise. If you are new to the country, it is important to understand the differences that exist in the legal system prior to launching your new business.
First, it should be understood that prospective business owners can choose from a variety of different corporate structures. All of the typical business structures that one could choose in the United States are also available in Costa Rica. By far, the most common method for establishing a business in Costa Rica is the Sociedad Anonima, which is a corporation. With this option, the company is actually owned by numerous shareholders who are not typically named. This business structure offers more flexibility while ensuring that shareholders are held liable only for their actual share of the company.
If you opt for a sociedad anonima when planning your business, you should be aware that you will be required to select a distinctive business name that cannot be confused with the name of any other business. Additionally, the phrase Sociedad Anonima or S.A. must follow that name. You may choose to use any language, but the translation of that name in Spanish must be included in your business's charter.
The name of your company must be registered with and approved by the Registro de Marcas de Comercio. This helps to protect your business while also ensuring the value of your business. Even if your name is only slightly different from that of another business, it will likely be denied. It is also important to be aware that illegally using a duly registered name or one that is similar can be punishable by law. For this reason, it is critical that you pay careful attention to the selection of the name that you choose for your business.
In order for your business to become official, it must have at least two owners. Each owner must have a minimum of one share in the company. Share value must be paid for upfront or through a credit statement that is documented and approved under commercial law in Costa Rica. Additionally, the new firm must be certified by a notary public. That formation must also be listed in La Gaceta, the official government newspaper.
Among the most common concerns among people who are not citizens but who wish to form a business is whether there are any limitations regarding business owner nationality. There are actually no such restrictions. If the owners of a business are not legal residents, they are required to define a local resident agent. This agent must be an attorney who is licensed in Costa Rica. The address of the attorney will become the official place of business for the company.
