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2.1. Main Formation Requirements

The establishment of a business in Costa Rica involves a number of steps and requires registration/approval with multiple government agencies. The following outlines the basic requirements for establishment.

Company Registration

  • Check for company name availability
  • Draft and notarize public deeds of the incorporation charter by a notary public
  • Deposit at least 25% of the capital amount indicated in the incorporation charter in a national bank
  • Pay registration fees and stamp duties.
  • Register the incorporation charter with the mercantile section of the public registry
  • Obtain authorization to legalize the company books
  • Send the notice of constitution of the company

After company registration, the following must be completed:

  • Register with the tax department as a taxpayer
  • Register for labor risk insurance with the National Insurance Institute
  • Register as an employer with the Costa Rican Social Security Department
  • Apply for business license with the municipality

Branch Registration

Establishing a branch in Costa Rica involves registering a shareholders' agreement in the Costa Rican National Registry that contains:

  • The appointment of a legal representative for the company's business in Costa Rica
  • Purpose of the company
  • The capital of the company
  • Particulars of the company's directors
  • A declaration of submission to Costa Rican Law

Mutual Fund Registration

In order to create an investment fund, an SFC must apply for the authorization of the Securities Superintendence. When doing so, the SFC must register the constituent documents of the fund that have to contain the following:

  • The name of the fund that has to accompanied by the phrase “fondo de inversion”;
  • The object of the fund;
  • Name and address of the SFC and the custodian company; and
  • The Regulation of the fund containing a) the term of the fund, b) the investment policies, c) management rules, d) characteristics of stocks issued by the fund, and e) remuneration provisions, among others.