Costa Rica is famous for being a user friendly country when it comes to relocating and especially when people want to start a new business. The country's legal system lives up to this fame, so incorporating in Costa Rica is easy and it is definitely the first step everyone should take to do any kind of business.
There are a few different kind of packages available to formalize a business venture in Costa Rica:
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General Partnership (Razón Social)
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Limited Partnership (Compañia)
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Limited Liability Company (Sociedad de Responsabilidad Limitada)
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Corporation (Sociedad Anónima)
The Sociedad Anonima can be compared to the Inc. figure in North America and is probably the most popular choice for business owners. This figure confers upon the holder(s) the right (and obligations) to do corporate business in Costa Rica.
It is important to remember that this is a legal process, so seeking help from a qualified commercial attorney is a smart move for those who are not experienced in the Costa Rican legal system.
Almost any attorney with a specialty in Commercial Law should be able to take care of this, but it is always wise to follow recommendations, especially if they come from the commercial sections of embassies or consulates.
Costa Rica has different ruler than other countries in Latin America and one of the most important ones to know is that foreigners do not need a native partner to incorporate any kind of business.
In an S.A. (Sociedad Anonima), the Board of Directors, which must have at least three members, must manage a Costa Rican corporation: President, Secretary, and Treasurer (Additional members of the board may be Vice president, and trustees.)
The president is authorized to act in the name of the corporation, with an unlimited power of attorney to access the bank accounts - this power can also be shared by all the board members upon request- and the powers contained in Article 1253 of the Civil Code of Costa Rica.
A Trustee, appointed for the same term as the Board of Directors, is in charge of the supervision of the corporation and the actions of the board of directors, with the same powers contained in Article 197 of the Commerce Code of Costa Rica. The Trustee cannot be a relative of either of the partners or the board of directors.
Although the Board of Directors and the Trustee are nominated for the whole duration of the corporation, the members of the board can be re-elected upon the board of directors' request, and can be nominated for another term determined by the Board of Directors. The partners of the corporations may be members of the corporation.
Personal information such as full name, nationality, occupation, civil status, residence, passport number or identification number must be submitted and included in this section for each Board Member.
The Board of Directors can appoint managers and provide power of attorney of any type, with the definitions and characteristics necessary to manage the business of the corporation. The corporation must have five books of records: Stock Holder Meetings (Asamblea de Accionistas), Stock Holder Registrations (Registro de Accionistas), Inventory and Balances (Inventario y Balances), Daily and Monthly Transaction Books (Libro Mayor - it keeps records of transactions per account) and Daily Transaction Book (Libro de Diario - it keeps records of daily transactions).
