To register a company in Costa Rica, a Costa Rican notary prepares the incorporation deed for a sociedad anónima (S.A.) or a sociedad de responsabilidad limitada (S.R.L.) and files it with the National Registry, which assigns the company its legal ID number, the cédula jurídica. Since a 2025 reform, new S.A.s and S.R.L.s no longer choose a name: the cédula jurídica number is the company’s name. The new company then registers with Hacienda, the tax administration, and files a beneficial-owner declaration every April. Foreigners can own the company and sit on its board without living in Costa Rica.
CRIE forms companies for clients and keeps them in order afterwards. Below is how the process works, checked against the National Registry’s current rules on 10 October 2026.
S.A. or S.R.L.: Which Company Do You Need?
Both are limited-liability companies under Costa Rica’s Commercial Code, and both need at least two founding partners. The difference is in how they are run and how ownership changes hands.
| Sociedad Anónima (S.A.) | Sociedad de Responsabilidad Limitada (S.R.L.) | |
|---|---|---|
| Ownership | Shares (acciones) | Quotas (cuotas) |
| Founders | At least two | At least two |
| Management | A board of at least three: president, secretary and treasurer | One or more managers (gerentes) |
| Legal representative | The president, plus anyone else the deed names | The manager or managers |
| Selling to an outsider | Recorded in the shareholders’ register | Needs the other partners’ consent: unanimous, unless the deed allows a three-quarters majority |
| Legal books | Shareholders’ register, shareholder meeting minutes, board minutes | Partners’ register, partner meeting minutes |
Board members and managers do not have to be partners. A third form, the E.I.R.L., is a single-owner company for an individual; the S.A. and S.R.L. are the forms people usually ask us about. The right choice depends on who will own the company, who needs to sign for it and what it will hold, so settle that before the deed is drafted.
How to Register a Company in Costa Rica, Step by Step
- Decide the structure and the people. Choose S.A. or S.R.L., the partners and their share of the capital, the board members or managers, and who will be the legal representative. If residency is part of your plan, read the warning further down first.
- The notary prepares the incorporation deed. It is a public deed (escritura pública) setting out the partners, capital, management and how the company will be supervised. Since December 2024 (Law 10597) the deed must give a real physical address in Costa Rica and an email address for official notices. That replaced the old requirement for a resident agent.
- The deed is filed with the National Registry. Under the Registry’s rules, an S.A. whose capital is paid in cash is always filed through the government’s online platform, CrearEmpresa, and so is an S.R.L. paid in colones.
- The Registry assigns the cédula jurídica. Since Law 10729 of May 2025, this number is the company’s name, followed by “S.A.” or “S.R.L.”. To trade under a brand, register a trade name (nombre comercial) with the Intellectual Property Registry.
- The legal books are authorized at the same time. The Registry legalizes the company’s legal books when it registers the company, and they can be kept digitally with a digital signature. Accounting books are separate.
- Register with Hacienda. Companies register as taxpayers through TRIBU-CR, the tax system that replaced ATV in October 2025, once the legal representative has been accredited.
- Declare the beneficial owners. Every company files a declaration of its ultimate owners in the Registro de Transparencia y Beneficiarios Finales through the Central Bank’s Central Directo platform, and updates it when ownership changes.
- Open a bank account in the company’s name. See our guide to opening a bank account in Costa Rica.
Keeping the Company in Good Standing
A company has yearly duties even if it never trades:
- The annual legal-entity tax (Impuesto a las Personas Jurídicas, Law 9428). Failing to pay it is a ground for dissolving the company. See paying the annual corporation tax.
- The beneficial-owner declaration every April, plus an extra declaration whenever owners change.
- Current address and email for official notices, and tax filings that match the company’s activity.
Our guide to keeping a Costa Rica corporation up to date covers these in more detail.
Can Foreigners Register a Company in Costa Rica?
Yes. The Commercial Code sets no nationality limit on partners, and board members and managers do not have to live in Costa Rica. Two practical points matter:
- Digital signature. The Central Bank issues a personal digital signature to foreigners only with a valid DIMEX, so a representative who is not a resident usually handles filings such as the beneficial-owner declaration through someone holding a power of attorney.
- Beach concessions. Under the Maritime Terrestrial Zone Law (Law 6043, article 47), a company formed by foreigners or more than 50% foreign-owned cannot hold a concession in the maritime zone. Plan ownership before buying concession land.
Owning or running a company is not residency and is not a work permit. If you will manage the company here, see residency for company representatives.
Before You Put Property or Residency Through a Company
Holding property in a corporation is normal in Costa Rica, but it complicates an Investor residency application, which looks at your own qualifying investment of US$150,000. Decide how to hold the asset before you form anything. Read investor residency with property in a corporation and investor residency through company shares.
Let CRIE Form Your Company
Most people asking about company registration want a company that exists, is correctly registered and stays compliant, without learning Costa Rican corporate procedure. CRIE is an immigration law firm and forms companies for clients: the structure, the deed, the registration and the yearly obligations afterwards. There is no flat price; it depends on the type of company, the owners and officers, and what else goes with it. Tell us what the company is for and you will get a straight quotation: WhatsApp +506 8373 2085 or email info@crie.cr.
FAQ
Can I choose my company’s name in Costa Rica?
Not for a new S.A. or S.R.L. Since Law 10729 of May 2025, the National Registry assigns the cédula jurídica number and that number is the company’s name. You can register a trade name separately with the Intellectual Property Registry.
Do I need to live in Costa Rica to own a company there?
No. Partners, board members and managers do not have to be residents. The company needs a physical address in Costa Rica and an email address for official notices.
Is a resident agent still required?
No. Law 10597 of December 2024 removed the resident-agent requirement and replaced it with a Costa Rican address and an email address for notifications.
What is a cédula jurídica?
The identification number the National Registry gives a company when it is registered. The company uses it for taxes, banking and contracts, and for new companies it is also the name.
Does owning a company give me residency?
No. A company is not an immigration status. Residency comes through a category such as Pensionado, Rentista or Investor, and a company can complicate the Investor route.
How much does it cost to register a company?
There is no flat price. It depends on the type of company, the people involved and what else is needed. Ask CRIE for a quotation for your case.
Sources
- Registro Nacional, Guía de Calificación Registral, legal entities (updated August 2026)
- Law 10729, La Gaceta, 30 May 2025
- Law 10597, La Gaceta, 3 December 2024
- CrearEmpresa
- Hacienda, TRIBU-CR
- Hacienda, beneficial-owner register notice
General information only. Checked on 10 October 2026; company law and registry procedures change, so we confirm the current rules before anything is filed.