In Costa Rica, there is no limitation for non-residents when it comes to creating a new business, this makes for a somewhat interesting business environment. If you want to know more about the subject and what are the requirements to create a corporation in Costa Rica. Keep reading!
What is a limited company
It is known for the organizational structure widely used among large companies; is that type of capitalist type organization. To create a corporation foundation you need a fairly high minimum capital.
A limited company must be made through a public deed.
Types of joint stock company
Open capital SAA: They are those companies that seek numerous shareholders, who enjoy the greatest commercial wills regarding their headings, which will go to the stock exchange.
Closed capital SAC: It does not allow the free transfer of shares; is usually restricted to a set number of non-shareholders registers its shares in the Public Registry of the Stock Market.
Companies are made up of 3 factors:
Company administrator: It can be a sole administrator or individual, of some Fraternal administrators, of a Council of the Board of Directors, also called Socioeconomic Administrator or Management Management.
It is known for being an individual who exercises the characteristic and executive functions of society, and is selected by the General Shareholders’ Meeting.
General Association of Shareholders: It is the superior institution of great hierarchy of the company. It is renamed by the General Assembly of Members where it is responsible for the administration of said company, based on the participation of authorized legal representatives or shareholders.
Supervisory Council: It manages to keep the affairs of a company under internal control and usually supervises the work of the Administrators. It is a figure that does not apply in several countries.
Requirements to create a corporation in Costa Rica
- Exhibit a notarial document in the Registry to request a corporate identification number.
- You must take into account that the incorporation documents They must be signed by at least two people.
- Cancel registration rights at any Banco de Costa Rica branch and pay all tax stamps. Said requirement can be completed by a notarial public corporation or an applicant.
- The public certifier that prepares said request must prepare a study of the Registry, in case a case occurs in which the installments of real estate or personal property are entered as a fragment of the capital stock.
- An application must also be prepared by the notary public that must be verified in the Public Registry that in the proposed commercial or trade name of the company is not registered.
What do I need to register a limited company
- Name, surname, profession, nationality, domicile of the natural persons who constitute it and marital status.
- At least 2 partners must coexist; each of them has to subscribe at least one share.
- Cost of share capital, period in which it must be paid and the form.
- Establish and make clear in the written date in which the contract is celebrated and the place.
- Goal pursued the society.
- Possible extensions and its duration.
- In the event of the constitution, the value of each share must be paid in full. And each share subscribed to cover in cash must be paid, or at least 25% in the act of incorporation of the company.
- Company name or name of legal entities involved in the foundation.
- Denomination or business name.
- Choose a name, and you must add the addendum of « Sociedad Anónima » which can also be abbreviated as » SA »
- Address exact address of the registered office.
- Term of the company; cannot remain indefinite.
- The way to manage the distribution must be informed of profits, losses or balances.
- Capital Social.
- In the event that none of the representatives is domiciled in the national territory the appointment of resident agent will be applied.
- The dissolution may be carried out for the reasons contained in the Commercial Code, for which the appointment of one or more liquidators must be executed.
What is a limited liability company
A limited liability company is one that can carry out any type of business. It is a structure that is commonly used for businesses with a smaller dimension than the Public Limited Company..
You will particularly need the same requirements of a Public Limited Company, then we will tell you what are the particular requirements you will need for the Limited Liability Company
- You must indicate the amount, form of payment, term in which it must be paid and the value of each installment and the amount; In said company, the capital can only be subscribed in national currency and it will only be represented by installments of one hundred colones or multiples of said sum.
- It indicates which are the powers of the administrators and what will be the term of appointment; These companies are commonly managed by one or more assistant managers and / or managers.
- A minimum of 2 partners is required; They can be corporate or individual, for the incorporation of the company.
- The capital will be divided into two installments, which means that the responsibility of the partners is limited to their contributions.
- A minimum capital is not requested; but if it is necessary that it be denominated in colones or also called CRC.
- After proceeding with the constitution, all fees can be transferred to a single individual.
- To carry out the transfer or negotiation of the fees, the approval of the rest of the partners is required.
- The administrative part can be managed by one or more administrators.
Differences between a corporation and a limited liability company
You can easily find a big difference in the way of administration and organization. His representation of the Capital Stock.
The Corporation enjoys a Board of Directors structured by at least 3 people, which are the Treasurer, the Secretary and the President; in the Limited Liability Company, the Administration can be carried out by a single person, who is called the Manager.
In the Stock Company it is known as shares, and in the Limited Liability Company as nominative fees.
The transfer of shares is free in the Public Limited Company and is carried out by endorsement; On the other hand, in the Limited Liability Company this process is much more limited and it is done by means of assignment.
A difference can also be found Regarding the Registries and the inspection.
As for the inspection, in the Public Limited Company falls to the prosecutor, which is a totally emancipated body of the Board of Directors.
If this is the case of the Limited Liability Company, there is an auto-oversight in the sense that the Assembly of Quoters, is the one in charge of this function.
How could you realize This procedure is not simple at all, the list of requirements is somewhat extensive, and despite the fact that they are different companies, they have few differences, but it will really be worth it.
We hope that this information has been to your complete satisfaction, and can make the most of it.
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