Requirements to open a Business in Costa Rica: Procedures, Step by Step and MORE

Whether it is starting a small business Or exploring ways to expand an existing one, a business plan is an important tool to help guide your decisions. Think of it as a roadmap to success, providing greater clarity on all aspects of your business, from marketing and finance to operations and product / service details.

On the other hand, while some owners may be tempted to jump straight into startup mode, writing a business plan is a crucial first step for budding entrepreneurs to check the viability of a business before investing too much time or money. The purpose of a business plan is to help articulate a strategy for starting your business.

It also provides information on the next steps, the resources needed to achieve your business goals, and a timeline of anticipated results. However, before you start you will need to know the requirements to open a business in Costa Rica; procedures, steps to follow and more. However, you need to already have a business plan for that company in mind.

For existing small businesses, a business plan it should be updated annually as a way to guide growth and navigate expansion into new markets. Your plan should include explicit targets for hiring new hires, market analysis, financial projections, and potential investors. Goals should state how they will help your business prosper and grow.

What are the General Requirements?

Once you have decided on a business structure, you will need to register your business name and obtain the requirements corresponding:

1.Choose a name that reflects your brand and make sure it has not been claimed.
2.You can then choose to register your business. There are four ways to register, each with its own purpose
3.An entity name – legally protects your business at the state level
Four.A trademark – legally protects your business at the federal level
5.A DBA: does not offer legal protection, but may be necessary, depending on your location and business structure
6.A domain name: claim your business web address (you will need to ask for their federal identification number)

Your federal tax identification number is known as an Employer Identification Number (EIN), and it allows you to legally hire employees, pay federal taxes, apply for business licenses, and open a business bank account.

These steps are necessary if you want to create a business in Costa Rica, but you will also need to complete other procedures.

You will need to apply for business licenses and permits at the federal and state government levels, but the specific licenses you need depend on the industry you work in and the location of your business. The Small Business Administration has a list outlining the common federal business licenses required by industry, which is a good starting point for your research.

At the state level, the licenses and permits required and the fees owed will depend on where you are located and what your primary business activities are. Research state and local requirements based on where you do business.

For Public Limited Company

In short, a corporation is a corporation, if we refer to companies. A corporate structure is perhaps the most advantageous way to start a business because the corporation exists as a separate entity. In general, a corporation has all the legal rights of an individual, except the right to vote and certain other limitations. Corporations have the right to exist because of the state that issues their charter.

Also, if you are incorporating in one state to take advantage of liberal corporate laws but doing business in another state, you will need to apply for «qualification» in the state in which you want to do business. Typically, a fee must be paid to qualify to do business in a state. Here are the characteristics and requirements:

  • The money is divided into parts (the shares).
  • The actions are registered and are not tied to any movement of third parties
  • They can be classified in any currency
  • The wearer cannot perform movements
  • Everything is limited to the responsibility of the company
  • The minimum amount is RC 10,000 (≈ € 20).
  • The value corresponds to 25% of each share
  • The company must be created with at least two legal entities
  • The board of directors shall have three members.
  • It will be necessary to have an accountant
  • Once a year the federal members must meet.

You can incorporate your business by filing articles of incorporation with the appropriate agency in your state. Generally, only one corporation can have a name in each state. After incorporation, the shares are issued to the company’s shareholders in exchange for the cash or other assets that they transfer to you in exchange for those shares.

While some people feel that a corporation enhances the image of a small business, a downside is the ability to pay double taxes: the corporation must pay taxes on its net income, and shareholders must also pay taxes on dividends received from the corporation.

Requirements for Limited Liability Company

It is similar to the group mentioned above. It is a corporation that is closed to any public entity. Even small, private and professional corporations, such as a legal or dental practice, must adhere to the principles that govern a corporation. For example, after incorporation, common shares must be distributed among shareholders and a board of directors elected.

If there is only one person forming the corporation, that person is the sole shareholder in the corporation’s stock and may elect himself or herself to the board of directors, as well as any other person that person deems appropriate. Here the requirements:

  • All the capital will be divided into installments so that there is a better handling of cash.
  • At least you will have to start with two members.
  • After the constitution proceeds, the powers can be carried out by one person.
  • Any business or transfer must have full authorization.
  • It can be managed by one or more people
  • It must be denominated in colones

Corporations, if properly formed, capitalized, and operated (including appropriate annual meetings of shareholders and directors) limit the liability of their shareholders. Even if the corporation is unsuccessful or liable for damages in a lawsuit, the most a shareholder can lose is their investment in the stock. The shareholder’s personal assets are not in the corporate liability line.

That is why each year, directors elect officers such as a president, a secretary, and a treasurer to carry out the day-to-day affairs of corporate business. There may also be additional officers, such as vice presidents, if the directors so decide. Along with the articles of incorporation, directors and shareholders generally adopt corporate bylaws that govern the powers and authority of directors, officers, and shareholders.

What are the Legal Procedures?

In Costa Rica the documents required to create a business are few. However, they have to be valid and legitimate. I am talking about personal and legal papers. If you have the papers up to date, you will have no problems registering your company.

  • Identification papers
  • Account statements from your bank
  • Federal company registration
  • Federal registration authorization
  • Have the corresponding licenses
  • Open the required capital

Still this will depend on the goal you want to achieve with your business. Do not hesitate to consult with professionals.

Steps to open a Business in Costa Rica

Starting a small business doesn’t have to require a lot of money, but it will involve an initial investment, as well as the ability to cover ongoing expenses before making a profit. Keep this in mind as they will be exemplified below the steps to open a business in Costa delicious:

  1. Choose a name – make sure you have legal permission to use it Before you start printing business cards, make sure the new name you thought of does not infringe on the rights of an existing business.
  2. Register a business name: Have you ever noticed those endless ads for fictitious names in your local newspaper classifieds? You may also need one. A DBA must be filed, whenever your company does business under a different name.
  3. Incorporate your business or form a partnership: Forming a corporation is an essential step in protecting your personal assets (such as your personal property or your child’s college fund) from any corporate liability
  4. Learn About Employee Laws – Your legal obligations as an employer begin as soon as you hire your first employee. You should spend time with an employment law professional to fully understand your obligations for these (and other) procedures: federal and state payroll taxes and withholdings, self-employment taxes, anti-discrimination laws, regulations, unemployment insurance , workers’ compensation rules, and wage and hour requirements.
  5. Obtain Necessary Business Permits and Licenses – Depending on your type of business and physical location, you may need to have one or more business licenses or permits from the state, local, or even federal level. Such licenses include: a general business operating license, zoning and land use permits, sales tax license, health department permits, and professional or occupational licenses.


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