Ready made companies
Costa Rica. General jurisdiction description
The country is in the list of 22 oldest democracies in the world, having 59 years of uninterrupted democratic process, Costa Rica is one of the most stable countries in the region. The Republic of Costa Rica permanently abolished its army in 1949, and since then has remained military neutral. Costa Rica is consistently present among the top Latin American countries in terms of the Human Development Index.
Company Law
Commercial Code and Law No. 3284 passed on September 19, 1964 with subsequent amendments.
A type of company preferred for international transactions
Stock corporations are incorporated as "Sociedades Anónimas" under the Commercial Code.
Capital requirements
The standard authorized share capital is 10,000 Costa Rica Colones. 25% of the issued capital must be paid up on incorporation. The capital may be expressed in any convertible currency. The minimum issued capital is one share at par value.
Who may incorporate
Anyone.
Method of Incorporation
Presenting the signed Articles of Incorporation to a Notary Public who creates a Public Deed for registration at the Public Registry.
Minimum shareholders/members
At the time of incorporation: two. A single shareholder is permitted later. He can be individual or corporate.
Directors and company secretary
Companies formed in Costa Rica must appoint at least three officers: president, treasurer and secretary. All of them can be directors. Statutory comptroller is mandatory. He cannot be one of the aforementioned officers. Residency from the directors and company secretary is not required. There is a Government Register of the Directors.
Registered office
Registered office is required and is maintained at the office of the Registered Agent.
Annual fees paid to authorities
Annual Return filing fee is USD 51.
Taxation rates, exchange control, audit, other financial restraints
No corporation tax for income gained outside Costa Rica. Filing a tax return is mandatory. The company is required to keep financial records, however there is no requirement to file audited accounts with the authorities. No exchange control is present.
Meetings
Meeting of the directors as well as shareholders can take place anywhere in the world. But this fact must be noted in the Articles of Incorporation.
Banks are required by law of Costa Rica to maintain absolute secrecy regarding their clients. Information about normal banking operations is not passed on to any government agency – even to Tax Department. So the suffixes to denote Limited Liability Company are "Sociedad Anónima" or the abbreviation "SA”. It is translated as “anonymous society”. In other words it is almost impossible to know who actually controls any of these corporations.
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