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Forming a Corporation

Once it is clear which corporation suites a businesses needs, a corporation can be formed through a competent public notary. Below are the general steps for forming a corporation and the costs associated with each part of the process.

Step 1.

Think up a list of ten or more possible names you would like for the corporation. Then visit the National Public Registry webpage to check the availability of the proposed company name and reserve the name in the Public Registry. The proposed name must be significantly different than other names already formed in Costa Rica, otherwise the corporation could suffer backups in its formation.


This process should take less than one day. There is no cost for revising the name anyone can do it. Please note that companies can also be registered by number, in which case the name would not have to be verified. However, companies that plan to commercialize their name must first verify the availability of the company name.


Step 2.

A notary public drafts and notarizes public deeds of the incorporation the charter for registration before the Mercantile Section of the Public Registry. This charter of a Constitution is called Articles of incorporation: this determines the administration, organization, bylaws, and permitted activities of the company. This is then signed by the shareholders, the participants on the board, and the resident agent or the lawyer who formed the corporation.


This process of presenting should not take more than one day. The government regulated cost for this process is about 1.25% of the registered capital, included in incorporation costs with a minimum of CRC 100,000. You will find that many law firms charge significantly more. However, according to the fee structure established by the Costa Rican Bar Association, though the notary public can negotiate fees, the minimum fee is CRC 100,000 for any corporation. Registered capital is not a factor.


Step 3.

Then the notary public will need to send the notice of the constitution of the company for publication in Costa Rica's official newspaper "La Gaceta" and obtain a receipt.

This process should not take more than one business day. The publication will then appear in "La Gaceta" announcing the new corporation and making sure no one has any issues against the formation of your corporation. The cost for the publication is around CRC 3870 or about $7 USD. The receipt must simply evidence that the notice of constitution was sent to the official newspaper (La Gaceta), that all publication expenses have been paid, and that publication of the notice is pending.

Step 4.

As a prerequisite for registering the company, 25% of the capital stock indicated in the incorporation charter (if paid in cash) must be deposited in a national bank. The amount deposited may be withdrawn once the company has been duly recorded. The founders may also opt to sign a promissory note at the notary public and deposit the capital into the bank account later. Only at the time of registration there must always be a minimum of two shareholders even if one shareholder only owns one share.

This process should take no more than one business day to complete and there is no charge for this process.

Step 5.

The notary public will then register the incorporation charter in the mercantile section of the public registry. The incorporation charter is registered by the notary public who granted the deed in his/her legal protocol book with appropriate signatures.

The wait time for the corporation to come out of the Public Registry normally takes between 15 and 22 business days. With any complications or errors by the notary public or the Public Registry could extend the process an additional 22 days or more depending on the severity of the problem.

Once registered, the Registry issues the company a federal tax number (cédula de persona jurídica), which serves as the corporate tax identification number. The registration fees are partly fixed, partly based on the company capital. The fixed rates and fees are as follows:
For a company with capital of about CRC 25 millions:
- Stamp duties: Archivo Nacional, CRC 20; Colegio de Abogados, CRC 3,000; Educación y Cultura, CRC 750 and Fiscal, CRC 625 for a total of around $ 8 USD.
- Registration fees: Registro Nacional, CRC 15,335; Municipal 0.2% of capital for a total of around $ 26 USD.

Step 6.

Once the corporation is registered before doinging any type of business the corporation must file Form D-140 with the before the Tax Department to register the firm as a taxpayer.

This process could take between 48 and 72 hours. There is no additional cost for this process. Recently the country has tried to digitalize this process of tax registration, if you are a Costa Rican citizen or corporation with a Costa Rica legal representative can register as taxpayer at the internet click here.

Step 7.

A set of three accounting books (diario, mayor, and inventarios y balances) and three corporate books (shareholders record, shareholders assembly minutes, and board of directors meetings minute books) must be filed before the Ministry of Property Tax Department known as Ministerio de Hacienda , for their initial authorization by the Book Legalization Department. Once duly legalized, these books must evidence all company internal affairs (including, but not limited to, stock transfers) and are kept noted privately by the shareholders.

It is VERY important that  these books are NOT given these books to just anyone or that these books get lost. The replacement of the company’s books can be a long process, requires a payment, and can also hold up your businesses actions.This could also lead to someone misusing the corporations legal books and taking over possession of the corporation or committing an illegal act under the corporations name.

The legalization of the company’s books usually takes between 24 and 72 hours. The cost for this process is around $35 USD.

Step 8.

Now that the corporation is registered it may apply for the business license (patente municipale) from the corresponding municipality.


This process can take between 10 and 22 days depending on processing times at your local municipality. The cost for the business license is usually around $200 USD.

Step 9.

Apply for a sanitary permit with the Ministry of Health known as the Ministerio de Salud.

This process can be complete simultaneously with the business license.


The processing time is usually between 15 and 22 days. The cost for this varies from around $30 USD to $100 USD depending on the risk classification. For example, an office will have less risk than a restaurant.

Step 10.
Then register the company as an employer with the Caja Costarricense de Seguro Social (CCSS, Social Security Institution).

This process can take between 7 and 10 business days and there is no charge for this.

Step 11.

Once your company is being registered with the Caja Costarricense de Seguro Social, they will send an official inspector will be sent out to the company’s facilities to conduct an inspection. If there are problems with the facilities, the owner will be asked to fix any issues and an inspector will be sent out again to make sure the appropriate changes have been made.


This process takes one day and there is no charge for this service.

Step 12.

Register for labor risk insurance with the National Insurance Institute known as Instituto Nacional de Seguros. INS is run as a state monopoly and is the only insurance provider in Costa Rica. The annual premium for this type of insurance is about 2.17% of reported payroll.

This will take one day to complete and there will be no charge as long as one is not registering employees at this time.

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