Check the availability of the proposed company name
Agency: National Registry ( Registro de Personas Jurídicas)
In order to register a company one must first verify the availability of the company name. The company name can be verified online (https://www.rnpdigital.com) free of cost. Companies can also be registered by number, in which case the name would not have to be verified.
Time and cost: Less than 1 day (online procedure), no charge
A notary public drafts and notarizes public deeds of the incorporation charter for registration before the Public Registry online
Agency: Public Notary
The founding shareholders, as well as the members of the Board of Directors, must sign the public deed of incorporation drafted and authorized by the notary public, who will then submit it for registration to the National Registry. A minimum of two founding shareholders is required, as well as designation of a President, Secretary, Treasurer and Comptroller. The same person cannot occupy two different positions. According to the fee schedule established by Executive Order No. 41457-JP effective on February 1, 2019, the fee for notarizing the articles of association is CRC 181,500 for any corporation.
Time and cost: Less than 1 day (online procedure), CRC 181,500
Deposit capital in the bank account, pay registration fees and stamp duties
Agency: National Banking System
As a prerequisite for registering the company, 25% of the capital stock indicated in the incorporation charter (if paid in cash) must be deposited in a national bank. The amount deposited may be withdrawn once the company has been duly recorded. If founders chose to sign a promissory note, there is no enforceable obligation to deposit capital in a bank account later. In fact, the business is not even required to operate a bank account at any point during its existence.
The registration fees, which include the notary public fees, are as follows:
Stamp fees:
- National Archive (Archivo Nacional) CRC 20
- Coleg Contad. Priv (Libros legales) CRC 75
- Colegio de Abogados CRC 15,000
- Educación y Cultura CRC 750
- Fiscal CRC 625
- Municipal Fees CRC 0.2% of capital
- National Registry CRC 44,620
- Legal Books CRC 17,150.00
- Agrary Stamp (Agrario) CRC 0.15% of capital
Time and cost: 1 day, see comments
Register the incorporation charter in the National Registry and obtain authorization to legalize the company books; send the notice of constitution of the company (edicto)
Agency: Crear Empresa (National Registry)
One must register the incorporation charter at the National Registry, obtain authorization to legalize the company books and send a notice of constitution of the company. This can be done online since February 2012, when Costa Rica launched Crear Empresa. This online platform for business registration allows all incorporation documents to be submitted electronically.
Time and cost: 2 days, CRC 8,000 (digital registration fees) + CRC 6,580 (publication fees)
File Form D-140 with the before the Tax Department to register the firm as a taxpayer
Agency: Tax Department (Registro Unico de Contribuyentes, Dirección General de Tributación Directa)
Costa Rican citizens or corporations with a Costa Rican legal representative can register electronically as taxpayer (https://www.haciendadigital.go.cr/inscriptipopersona.jsp)
Time and cost: Less than 1 day (online procedure), see comment
Pay the Legal Entities Tax
Agency: Bank
Companies must pay the legal entities tax within the first thirty calendar days following registration with the National Registry. The tax is paid from the website of any Costa Rican bank.
Time and cost: Less than one day (online procedure), 15% of a base salary
Register for labor risk insurance with the National Insurance Institute (Instituto Nacional de Seguros)
Agency: National Insurance Institute (Instituto Nacional de Seguros)
The National Insurance Institute is the only insurance at the moment that only offers labor insurance. The annual premium for this type of insurance is about 2.17% of reported payroll.
Time and cost: 1 day (simultaneous with previous procedure), no charge
Register the company as an employer with Caja Costarricense de Seguro Social (CCSS, Social Security Institute)
Agency: Social Security Institute (Caja Costarricense de Seguro Social)
After submitting the documents required, the CCSS issues a registration form (inscripción ante CCSS de persona jurídica) that allows the company to start operations. Within 15 days after registration with the CCSS, the company will receive an ex-post inspection from an officer, which consists on a simple verification of the information provided by the company about the business activity and the employees.
Time and cost: 1 day (simultaneous with previous procedure), no charge
Apply for sanitary permit
Agency: Health Department (Ministerio de Salud)
The cost for applying for a sanitary permit depends on the degree of environmental risk of the company and varies from USD 30 to USD 100 (USD 30 for low environmental risk, USD 50 for moderate environmental risk, USD 100 for high environmental risk).
Time and cost: 1 day, USD 30
Apply for the business license (patente municipal) from the municipality
Agency: Local municipality
All new businesses must apply for the business license (patente municipal) from the municipality.
Time and cost: 15 days, cost varies between CRC 10,000 and CRC 100,000 depending on the type of activity, number of employees, location.
