Costa Rica Offshore Company Formation
Legal form: The Commercial Code 1964, as amended, governs the creation of companies, partnerships, trusts and sole proprietorships. The most popular form of companies in Costa Rica is stock corporation, which is incorporated as "Sociedad Anónima" under the Commercial Code, articles 102 ff. Costa Rica does not distinguish between onshore and offshore businesses as such. The basis of taxation is territorial, with both residents and non-residents paying tax on Costa Rican income, and not on foreign-source income.
Cost Rica corporation can conduct any business which is not prohibited by local legislation. Private banking, public finance, investment funds, collective investment schemes, and pension funds are allowed, but the Government must authorize operations. Insurance and the distribution of petrol, gasoline, and diesel are prohibited as they are state owned monopolies. There are also restrictions placed on the provision of utility services such as telecoms and power. Trustee services are permitted.
Name of the company: All Costa Rican corporations must end with the suffix S.A., Sociedad Anónima, Ltda, Limitada, SRL, or Sociedad de Responsabilidad Limitada. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. The names must be in Latin alphabet. The Registrar requires a Spanish translation.
Memorandum and Articles of Association: A company is incorporated in Costa Rica by presentation of the proposed corporation's signed Articles of Incorporation before a Notary Public who creates a Public Deed for registration at the Public Registry.
Shareholders: A minimum of two shareholders are required which may be individuals or bodies corporate. The details of company beneficial owners and shareholders are not part of the public records.
The share capital: The standard authorized share capital is Colones 10,000 divided in to 100 common voting shares of Colones 100 each. The capital may be expressed in any convertible currency. The minimum issued capital is one share at par value. Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. Bearer shares are not permitted.
Directors of the company: Costa Rican companies are required to appoint a minimum of three officers (president, secretary and treasurer) who may also be the directors, and may or may not have Costa Rican citizenship. Additionally, one statutory comptroller (any natural person) is required.
Registered office and local agent: Costa Rica corporations must maintain registered office and registered agent within Costa Rica. Registered agent may be corporate body or individual resident in Costa Rica.
Taxation: No corporation tax is levied on non-Costa Rican sourced income.
Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.
Meetings: The directors and the shareholders meetings need not be held in Costa Rica also there is no requirement for an Annual General Meeting. All meetings may be held outside Costa Rica, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.