I want to Incorporate in Costa Rica, should I go for an S.A. or an S.R.L. or does it really matter?

If you are considering conducting business in offshore jurisdictions such as Costa Rica, there are two main legal Costa Rican entities available for these purposes:


1. The Costa Rica Limited Liability Corporation (Sociedad de Responsabilidad Limitada, S.R.L.)
Costa Rican companies that are relatively simple to operate that require less formal acts to function and are usually recommended for small business enterprises. Main

Main Characteristics:
• Liability of the shareholders limited to the amount of their capital contribution
• Capital is divided into individual registered shares, which can´t be sold to the public
• There´s a minimum of two shareholders to constitute this type of entity
• Can operate with only one manager

Note: The GLC Group has gradually move from using S.A.s towards S.R.L.s based on our experience with certain offshore clients and their difficulties in sometimes operating with the 4 mandatory signators required for certain procedures, however it is strongly adviced to receive qualified advice from one of our Costa Rica Business Attorneys at law.

2.Costa Rican Corporation (Sociedad Anónima, S.A.)Most used form of business organization in Costa Rica, but applies for relatively more sophisticated purposes.
Main Characteristics:
• Requires slightly more elaborate formalities
• Stock ownership can be transferred to third parties
• Requires at least four members in the board of directors (president, secretary, treasurer and auditor) to manage and control affairs. Also, a Costa Rica resident agent has to be designated and should be a duly incorporated Costa Rica lawyer. and Costa Rica Notary Public. Generally the members of the board match with the shareholders


Conclusion:Both Costa Rican S.A.s and Costa Rican S.R.L.s offer tax advantages if operated as offshore corporations conducting their business outside of Costa Rican jurisdiction. Annual maintenance is inexpensive for both and annual tax filing is mandatory. These companies, must be registered before the Mercantile Registry of the Public Registry
Contact our Costa Rican legal firm in order to benefit from our expertise in Costa Rican Incorporation Procedures and GLC will be glad to process the Costa Rican Corporation that specifically serves your purpose.