Your Step-by-Step Guide to Registering a Business in Costa Rica

Costa Rica is becoming an increasingly attractive destination for both local and foreign entrepreneurs thanks to its political stability, tax incentives, and strategic location in Central America. However, like in any country, setting up a business requires following a series of legal and administrative steps. This guide offers a clear and structured overview of the process to register a company in Costa Rica.

1. Choose the Right Type of Company

The first step is deciding what legal entity type best suits your business needs. The most common types in Costa Rica are:

• Limited Liability Company (S.R.L.)
  Ideal for small and medium-sized businesses, as it limits partners’ liability to their capital contribution.

• Corporation (S.A.)
  More commonly used for larger companies, especially those planning to issue shares.

• Sole Proprietorship (natural person)
  Suitable for independent activities, although it does not provide a legal separation between personal and business assets.

Having legal counsel at this stage is crucial for making a strategic decision.

2. Draft the Articles of Incorporation and Bylaws

Once you’ve defined the type of company, the next step is to draft the articles of incorporation and company bylaws, legal documents prepared by a licensed notary public. These must include:

• Company name

• Business purpose (commercial activity)

• Share capital and distribution of quotas or shares

• Legal representation

• Physical address

• Duration of the company (if applicable)

This document is the legal foundation of your business and must be filed with the National Registry.

3. Registration with the National Registry

The notary will submit the incorporation document to the Legal Entities Section of the National Registry. The process may take 3 to 10 business days, depending on system workload.

Approximate costs include:

• Legal stamps

• Registry fees

• Notary fees

The initial investment typically ranges between ₡100,000 and ₡150,000 Costa Rican colones, though it may vary by notary.

4. Register with the General Directorate of Taxation

Once legally incorporated, your company must register as a taxpayer with the General Directorate of Taxation (Hacienda). This step includes:

• Obtaining a corporate ID number (cédula jurídica)

• Registering in the ATV system (Virtual Tax Administration)

• Declaring your economic activity

• Choosing a tax regime: traditional or simplified

This registration is mandatory to meet your tax obligations from the beginning of operations.

5. Register with the Costa Rican Social Security Fund (CCSS)

If your company will hire staff, you must register as an employer with the CCSS. You’ll need to submit:

• The company’s corporate ID number

• Information about your business activity

• Estimated payroll data

This step ensures compliance with labor and social security obligations under the law.

6. Apply for Municipal and Health Permits

Before starting operations, you must obtain the required permits based on your business activity and location:

• Municipal license (patente): Requested from the municipality of the canton where your business will operate.

• Sanitary operating permit: Required by the Ministry of Health, especially for activities related to food, health, beauty, among others.

These permits may require documents such as blueprints, insurance policies, zoning certificates, and more.

7. Comply with Accounting and Tax Obligations

Once your business is up and running, you must comply with your accounting and tax obligations:

• Monthly tax filings (VAT, withholdings, etc.)

• Annual Income Tax Declaration

• Issuance of electronic invoices

• Maintenance of updated accounting books

Working with a certified accountant familiar with local regulations is key to avoiding errors and penalties.

Conclusion

Registering a company in Costa Rica involves fulfilling several legal and administrative requirements, but with the right support, it’s a straightforward and highly rewarding process. Whether you are starting a small business or planning an international expansion, following these steps will allow you to operate legally and confidently in the Costa Rican market.

Disclaimer: The information provided in this blog post is for general informational purposes only and is not intended to constitute legal advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change. For the most accurate and up-to-date information, please contact our office directly. Some images may be AI generated.