1Structure
Joint-stock Company (Sociedad Anónima, S.A.)
- A Costa Rican company may be formed as a Joint-stock company (S.A.) or a Limited liability company (SRL).
- It is an ordinary company limited by shares, with ownership divided into freely transferable shares.
- There is no minimum share capital other than issuing at least 2 shares at formation.
- Share capital may be denominated in any currency.
- The minimum number of shareholders to form is 2, but the second shareholder's shares can be transferred to a single-shareholder entity right after formation.
- Shareholders may be both foreigners and non-residents.
- The company is run by a board of at least 3 members, holding the roles of president, secretary and treasurer.
Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL)
- Ownership is divided into quotas.
- The minimum capital is zero, and capital must be denominated in Costa Rican colón (CRC).
- The company may consist of a single member (quota holder).
- The company is managed by one or more managers (gerente).
- Both managers and members may be foreigners and non-residents.
2Taxation
- Costa Rica taxes on a territorial basis.
- Income from any business activity carried out within Costa Rica is subject to corporate income tax.
- The corporate income tax rate is 30%.
- For small companies (revenue up to 122,145,000 Costa Rican colón, taxed at a progressive rate of 5%–20%), the corporate income tax rate is 25%.
- Companies whose income arises abroad — because their activities and transactions take place outside Costa Rica — are not taxed in Costa Rica.
3Corporate Compliance
- A Costa Rican company must maintain a resident agent and a registered address in Costa Rica.
- Information on the company's ultimate beneficial owner (UBO) must be filed annually with the Central Bank of Costa Rica.
- The company must keep accounting records and prepare financial statements.
- A tax return must be filed every year.
- Financial statements do not need to be audited.
★VASP License (Virtual Asset Service Provider)
License Costs
| Item | Cost |
|---|---|
| License agency fee regulatory filing & arrangement | USD 10,000 |
| VASP license — total service fee | USD 55,000 |
Estimated Timeline
| Document preparation (by agent) | Min 1 week – Max 2 months |
| Review until issuance | Min 2 weeks – Max 4 months |
Regulatory Overview & VASP Definition
A VASP refers to a person who, as a business and on behalf of others, provides any of the following virtual asset services:
- Exchange between virtual assets and fiat currencies
- Exchange between one or more forms of virtual assets
- Transfer of virtual assets on behalf of others
- Custody and administration of virtual assets
- Provision of financial services related to an issuer's offer and/or sale of virtual assets
4Formation Procedure
- Submit the required documents of the registering shareholder(s)/director(s)
- Pay the formation cost
- Sign the formation documents we prepare
- Sign and notarize the Power of Attorney (POA) and send it by international mail
- The deed of incorporation and articles are executed before an authorized civil-law notary in Costa Rica
- Submit the notarized public deed and articles to the Commercial Registry
- Incorporation
- Register the general meeting, board, accounting books, resolutions and certificates with the document registry
- Formation procedure complete
$Cost Guide
| Item | Cost |
|---|---|
| S.A. / SRL formation & first-year cost | USD 4,500 |
Included
- All applicable registration and government fees (Registro Público)
- Preparation of deed of incorporation and articles (in Spanish)
- Acting as initial shareholder before a notary and drafting the deed of incorporation
- All applicable notary fees
- Submission of the incorporation public deed to the Commercial Registry
- Shareholder resolution for director appointment and initial shareholder's waiver of rights
- First board meeting minutes for share allocation, director appointment, registered agent and office designation, etc.
- Preparation of the share register and share certificates
- Preparation and issuance of the Certificate of Incumbency
- Registered address service for 1 year
- Local agent service for 1 year
Optional
| Foreign Director Service 1 person / year | USD 5,000 |
| Nominee director service (1 person, 1 year) S.A. needs 3 directors / SRL needs 1 manager | USD 2,500 |
| Nominee shareholder service (1 year) | USD 2,500 |
Annual Corporate Service Fee from 1 year after formation, yearly
| Annual corporate service fee | USD 3,600 |
Included: renewal-related government fees, maintenance of minutes/registers and statutory records, registered address service 1 year, local agent service 1 year, filing of the company tax return, filing of the company's ultimate beneficial owner (UBO) report.