If you’re planning to start a business or invest in Costa Rica, it may be a wise decision to incorporate. There are many benefits to it that we will address in a separate post. The two most common corporations in Costa Rica are “Sociedad Anónima” abbreviated as “SA,” and “Sociedad de Responsabilidad Limitada” or “SRL”. Both corporations offer stockholders protection from personal liability as they are independent legal entities that are separate from their owners. In choosing which is more suitable for you, the most important aspects to consider are the nature of the business, transaction or investment you will be undertaking, as well as the complexity of the relationships that will exist among stockholders. Both the SA and SRL are governed by bylaws drafted in accordance with the stockholders’ interests and that provide flexibility to ensure that business operations are conducted according to their needs. The corporate bylaws are a tool most entrepreneurs or investors don’t take full advantage of due to a lack of professional guidance and advice.
A notary public is required to incorporate since incorporation is achieved through a public deed that must be registered in the Mercantile Section of the Costa Rican Public Register (CRPR) via the digital platform “crearempresa.” Public notaries are required to advise you on all legal matters pertaining to the creation and operation of the corporation and to register the deed as part of their services. Even though most notary publics can register a corporation for you, it is important to retain the services of an experienced notary in corporate law and corporate governance so that you receive recommendations about how to tailor your corporate bylaws and regulations to your specific business, transaction or investment.
The process to incorporate a company is straight forward and it can be done with an in-person signature or without one. You do not need to be in Costa Rica to incorporate and the process should take two to four days. Normally, the first step after choosing which company is best for you is to determine the name you want to give it. The company name must be different and not generate any confusion with other existing companies in the CRPR and not breach or be similar with any recorded trademarks in the Intelectual Property Section of the CRPR. Therefore, the more distintive the name, the higher chances it will have to be recorded successfully. Another option is to request the registry to assign the company identification number as the company name. (This is not fun, but practical!) Afterwards, appointment acceptance letters must be executed by the directors of the company to accept their positions in it. Basic information such as name, address, profession or occupation and a copy of an identification document shall be provided to the Notary to include in the incorporation deed draft and file it through the “crearempresa” digital platform. Once the company is recorded, it will be assigned a company identification number and have legal personality. The company books can be printed after the registration and the ownership entries for the shareholders can be written into the private records and executed.
Always ask your advisor for a crash course on how your SA or SRL works. Business planning starts by creating the corporation that best suits your needs. For more information please fill out the courtesy e-meeting form at the bottom. We will be glad to assist you!