Company formation in brief
Despite the fact that Costa Rica is traditionally not considered as a classic offshore destination, this country may well be of interest to a potential foreign investor to register an enterprise there, for example, in one of such organizational and legal forms as:
- Sociedad Anonima - Joint Stock Corporation
- Sociedad de Responsabilidad Limitada - limited liability corporation
The Costa Rican company law does not burden registration and other formalities related to the life of enterprises with bureaucratic delays, and their management is based on simple and understandable principles.
Sociedad Anonima (joint-stock corporation) is the most popular and attractive form of enterprise for a foreign investor, which is characterized as follows:
• at least two individuals or legal entities have the right to establish a corporation, and after registration, all shares can be transferred to one shareholder, who will become the sole owner. All shareholders (individuals and legal entities) can be non-residents;
• authorized capital can be expressed in any currency. If there is no need to establish a corporation with a large authorized capital, then usually it is limited to the equivalent of US $ 100, 25% of which must be paid at the time of registration;
• capital is represented by ordinary shares - of any kind, of different par value, registered and bearer. Shares are registered only in an internal register maintained by the owner of the corporation or his lawyers. The Corporation is also entitled to issue debt obligations and other types of securities;
• the term of the corporation's existence must be indicated in the statutory documents (it is possible to indicate any number of years);
• The board of directors consists of at least four members who act as president, secretary, treasurer and controller. There is no limit on the maximum number of directors. All officials can be non-residents;
• meetings of shareholders and directors of the corporation may be held outside Costa Rica, provided that the cities and countries of the meeting are preliminarily indicated in the Articles of Association of the corporation;
• the general meeting of shareholders is held at least once a year, however, shareholders can hold as many additional meetings as they see fit. The Annual General Meeting of Shareholders shall be held not earlier than October 1 and not later than December 31 of each year;
• The corporation appoints a full-time auditor (may be a non-resident) who oversees the activities of the Board of Directors and prepares reports for shareholders. The in-house auditor is not entitled to be a member of the Board of Directors, and also cannot be related to any members of the Board of Directors;
• The corporation appoints a registered agent in Costa Rica, whose function is to liaise the country's authorities with the directors of the corporation, serve notices, resolve administrative issues, etc. The registered agent must be a resident, established and licensed in accordance with the laws of Costa Rica.
Sociedad de Responsabilidad Limitada (limited liability corporation) differs from Sociedad Anonima (joint stock corporation) in that one manager has the right to manage such a corporation as a single person. and also by the fact that the shareholders of Sociedad Anonima have the right to transfer their shares to third parties without obtaining the prior consent of the other shareholders, while the owners of the Sociedad de Responsabilidad Limitad, in order to transfer their shares to third parties, must obtain the prior consent of the remaining members.
All owners of the Sociedad de Responsabilidad Limitad (individuals and legal entities), as well as managers and other officials, if any, may be non-residents.
Foreign companies are free to move their legal addresses to Costa Rica, and corporations incorporated in Costa Rica can move their legal addresses outside the state.
Registering a business in Costa Rica will take a month.
According to Costa Rican tax laws, income (including dividends and interest) derived from sources outside the country is not taxed, even if the transaction is made within Costa Rica. As a result, offshore income generated by a Costa Rican business is completely tax-exempt in Costa Rica.
There are no capital gains, bequests or inheritance taxes in Costa Rica.
The amount of the tax (it is levied on income derived only from local sources) is calculated at the municipal level.
All businesses in Costa Rica, whether they operate in the country or abroad, must maintain accounting records and file tax returns annually. If the company conducts all its activities exclusively outside Costa Rica, then the declaration reflects information only that the company did not have local sources of income in the reporting period.
All business documents in Costa Rica must be produced in Spanish.
Germany, Mexico, Spain.
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