Costa Rica Corporations Explained, From Setup to Yearly Filings

A Costa Rica corporation is usually a sociedad anónima (S.A.) or a sociedad de responsabilidad limitada (S.R.L.), and foreigners can form and own either one without residency. Thousands of expats use them to hold a house, land or a car rather than to run a business. The company costs little to set up, but it comes with yearly duties that apply even when it does nothing: a corporate tax every January, two filings every April, up-to-date legal books and, by Dec. 3, 2027, a registered email address for legal notices. Miss them and the company can be fined, blocked at the National Registry or, after three unpaid years of tax, dissolved.

S.A. or S.R.L.

The sociedad anónima is the closest thing to a U.S. corporation and still the most common choice. Its capital is divided into shares that can be common, preferred or another legal class, and shareholders can sell them freely unless the bylaws say otherwise. An S.A. must have a board of at least three directors, normally a president, a secretary and a treasurer, plus a fiscal, an officer who oversees the board on the shareholders’ behalf. In a company that only holds a house, the president often owns the shares and holds the real authority, and the other posts are filled to meet the legal minimum.

The S.R.L. is closer to a U.S. limited liability company. Instead of shares, partners hold quotas (cuotas), and the company is run by one or more managers (gerentes) who can be partners or outsiders. No board or fiscal is needed. A partner who wants to sell to an outsider needs the other partners’ consent, and the partners have a right to buy first. That makes the S.R.L. simpler to run and a good fit for a single property held by a couple or a family, while the S.A. is easier to sell or to bring investors into.

How to set up a corporation in Costa Rica

A Costa Rican notary, who is always a lawyer, drafts the articles of incorporation. The deed now has to include an email address for legal notices. The notary files it with the Registro Nacional, normally online through the government’s CrearEmpresa platform, and the Registry assigns the company its cédula jurídica. You need at least two founders, and foreigners need only a valid passport. A nominee partner who signs at incorporation and then transfers the shares is the usual way to end up with a one-person company.

After registration, the company has 20 business days to file its first beneficial ownership report with the Central Bank. If it will do business, it must also register with the Finance Ministry, known as Hacienda. Law firms quote one to six weeks for the whole process. Total cost depends on the lawyer, and one firm estimates ₡400,000 to ₡1.2 million (about $880 to $2,630) including legal fees. The Registry lowered prices on nearly half its services in 2026.

Since Law 10729 took effect in 2025, new S.A.s and S.R.L.s no longer choose a name. They are known by their ID number followed by S.A. or Ltda., and a trade name can be protected by registering it with the Intellectual Property Registry. Existing companies keep their names. A bill filed in August 2026, file 25.738, would let companies choose names again.

The annual corporate tax

Every commercial company registered in Costa Rica pays the impuesto a las personas jurídicas under Law 9428, whether or not it has income. Micro and small businesses registered with the Economy or Agriculture ministries are exempt. The amount is a percentage of the government’s base salary, which was ₡462,200 for 2026, the same figure used since 2021. The new figure, if any, is usually announced in December.

The tax is due in the first days of the year. For 2026, Hacienda set the deadline at Feb. 2 because the usual date fell on a weekend. You pay through TRIBU-CR, the tax platform that replaced ATV in October 2025, or at a Banco de Costa Rica or BAC branch. A new company pays a prorated amount within 30 calendar days of filing its incorporation with the Registry.

Late payment adds a monthly surcharge and interest. Until the debt is paid, the Registry will not issue certifications or record documents for the company, which can stall the sale of a property it owns, and the debt becomes a lien on the company’s assets. After three consecutive unpaid years the Registry can dissolve the company, and the last registered partners become jointly liable for what is owed. A dissolved company can be reinstated within three years by paying everything due. Our guide to forgiveness of dissolution explains that process. A bill in the Legislative Assembly, file 24.996, would replace automatic dissolution with a freeze on the company’s registration, but it is not yet law.

The April filings, Form 272 and the RTBF

Since Law 10160 took effect in 2022, a company with no business activity no longer files a regular income tax return, but it is not exempt. It must file the Declaración Informativa de Personas Jurídicas Inactivas, now Form 272 in TRIBU-CR and formerly known as the D-195. The return covers the calendar year and reports the company’s assets, debts and capital, including any real estate, vehicles and bank accounts, and who pays its expenses. It is due April 30. Failing to file carries a fine of 2% of gross income, with a minimum of three and a maximum of 100 base salaries, or ₡1,386,600 to ₡46,220,000 (about $3,040 to $101,360). For a company with no income, Hacienda has applied 10 base salaries, ₡4,622,000 (about $10,140). The fine can be cut by up to 80% if you file late on your own and pay it before Hacienda acts. We covered this year’s inactive company filing deadline in April.

Every company, active or inactive, must also report its shareholders and beneficial owners to the Registro de Transparencia y Beneficiarios Finales, or RTBF, through the Central Bank’s Central Directo website between April 1 and April 30. The report accounts for all the company’s capital and names anyone who owns 15% or more, directly or through other companies. The system carries last year’s data forward, so if nothing changed you only confirm it. The filer needs a Costa Rican digital signature, so an owner abroad without one usually authorizes someone through a notary or consulate. Penalties match those for Form 272, and the company is also blocked at the Registry until it complies. Our explainer on corporate compliance deadlines walks through who signs the report.

The email address for legal notices

Law 10597, in force since December 2024, requires every company to register an email address where courts and government agencies can serve it. A notice sent there counts as delivered, and a company that can’t be found at its address and has no email on file can be deemed notified automatically, so a lawsuit or tax claim could move ahead without the owners knowing. The same law abolished the old requirement for companies whose officers live abroad to name a resident agent.

The original deadline of June 2026 has been pushed back. Law 10962 made registration free until the deadline, by a sworn statement that the legal representative signs with a Costa Rican digital signature, with no notary deed or stamps, and the Registry opened a free online system for it on Sept. 20, 2026. Existing companies now have until Dec. 3, 2027. After that the Registry will not record any document for a company without a registered email. Use an address someone checks regularly, because only one is allowed per company. Our earlier report on the corporate email requirement covers the practical risks.

Legal books and meetings

An S.A. keeps three legal books: the share register, the minutes of shareholders’ meetings and the minutes of board meetings. An S.R.L. keeps a register of partners and the minutes of partners’ meetings. For companies formed since 2012, the Registro Nacional assigns the books a legalization number when it registers the company. The books can be kept digitally, with each entry signed with a digital signature, or on loose-leaf paper signed by hand.

The share register is the record of who owns the company, so every transfer must be entered in it. Many owners of holding companies ignore the minute books, but a yearly shareholders’ meeting and board meeting that record the company’s assets and finances, even when nothing happened, make the company easier to defend and to sell. Since March 2026, under Law 10840, a shareholder who can’t attend a meeting can no longer send a simple proxy letter. They need a formal power of attorney, apostilled if it is signed abroad. Our guide to powers of attorney in Costa Rica explains the types.

Should your property be in a corporation?

Holding property in a company can separate it from other liabilities, make it easier for several people to own it together and simplify passing it on, since shares can change hands without a new property deed. It is no longer anonymous, because the RTBF tells the government who the owners are, and the yearly tax, filings and legal fees add up for a company that holds a single lot or car. Our article on marital assets in corporations looks at one common use.

Selling the company instead of the property does not avoid the 1.5% transfer tax. Since a 2012 reform, the law taxes any deal that hands over control of a company that owns real estate, and Hacienda treats a transfer of more than 50% of the shares that way. Capital gains on property are taxed at 15%. When the seller lives outside Costa Rica, the buyer must withhold 2.5% of the full price and pay it to Hacienda. A 2% withholding on resident sellers, announced in September 2025, was repealed before it took effect.

If you plan to use the purchase for investor residency, settle the structure first. Since 2023 the regulation for Law 9996 has required the home or land to be registered in the applicant’s own name, and a holding company’s shares count only if the company is active, with financial statements and social security filings. Some advisers still say a company you control qualifies, so get a written answer from the immigration agency, the Dirección General de Migración y Extranjería, before the deed is drafted. Our guide to buying property in Costa Rica covers the rest of the purchase, and our explainer on property taxes and the luxury home tax applies whether the owner is a person or a company.

A yearly checklist for corporation owners

• January: pay the corporate tax in TRIBU-CR or at a bank.
• April 1 to 30: file the RTBF beneficial ownership report with the Central Bank.
• By April 30: file Form 272 if the company is inactive, or the regular income tax return if it is active.
• Once a year: hold and record a shareholders’ meeting and a board meeting.
• By Dec. 3, 2027: register the company’s email address for legal notices, and keep checking it.
• Whenever shares change hands: update the share register and the RTBF.

Ask the lawyer or accountant who handles the company for written confirmation each year that the tax, Form 272 and RTBF are current. For a company that holds a home you rarely visit, that is the cheapest insurance against a fine or a blocked sale.

This guide draws on columns by attorney Jorge Montero B. He can be reached at acmbalaw@gmail.com or by phone and WhatsApp at (506) 8384-2246. It is general information, not legal or tax advice.