How Foreigners Can Own a Business in Costa Rica

Yes, Foreigners Can Own 100% of a Business

Costa Rica welcomes foreign investment. You do not need to be a citizen or a resident to own a company here, and a foreigner can own 100% of the shares. Many of our clients buy a boutique hotel, a vacation rental, a restaurant or a commercial building through a Costa Rican company.

Choosing the Right Company: S.A. or S.R.L.

The two most common types of company are:

• Sociedad Anónima (S.A.): similar to a corporation. It has a board of directors and shares that are easy to transfer. It is a good fit for larger businesses or when you plan to bring in investors.
• Sociedad de Responsabilidad Limitada (S.R.L.): similar to an LLC. It is run by one or more managers and ownership is held in quotas. It is simpler to manage and popular for small businesses and for holding real estate.

Both protect your personal assets with limited liability. Many buyers also use an S.R.L. to hold the title of a home or a property, which can make a future sale easier.

Step by Step: Setting Up Your Company

1. Plan the structure: decide the owners, the managers or board, and the legal representative.
2. Incorporation deed: a Costa Rican notary drafts and signs the deed.
3. National Registry: the company is registered and receives its corporate ID number (cédula jurídica).
4. Tax registration: register the company with the Ministry of Finance (Hacienda) for income tax and VAT.
5. Beneficial owner registry: declare the real owners in the Central Bank’s Transparency and Beneficial Owners Registry (RTBF), and keep it updated every year.
6. Bank account: open a business account. Banks will ask for detailed documents about the owners and the source of funds.
7. Permits: depending on the business, you may need a municipal business license (patente), a health permit from the Ministry of Health, and, for tourism businesses, registration with the ICT.
8. Employees: if you hire staff, register as an employer with the CCSS (social security) and with the national workers’ insurance (INS) before the first payday.

Registration at the National Registry usually takes about one week, and the full setup often takes three to six weeks.

Can I Work in My Own Business?

This is the most important point for foreigners. Owning a company does not give you the right to work in it. As an owner, you can make decisions, manage your investment and attend board meetings. But to do daily hands on work or receive a salary, you generally need legal residency or a work permit.

Many owners hire a local manager and staff, and apply for residency separately. Costa Rica offers several residency options, including investor residency for people who invest in real estate or a business. Ask your attorney which option fits your plans.

Yearly Costs and Obligations

A Costa Rican company has ongoing obligations, even if it is not active:

• The yearly tax on legal entities (impuesto a las personas jurídicas)
• The yearly RTBF declaration
• Tax filings with Hacienda
• Accounting, and payroll and CCSS payments if you have employees
• Renewal of municipal and health permits

Missing these can lead to fines, so many owners hire a local accountant.

Buying a Business or a Commercial Property

If you are buying an existing business, such as a hotel or a restaurant, your attorney should review the company’s debts, taxes, employees, permits and contracts as part of the due diligence. Sometimes it is better to buy the property and the business assets instead of the company itself.

At Properties in Costa Rica we have hotels, commercial buildings and income producing properties for sale, and we work with trusted attorneys and accountants who can help you set up your company. Contact us to talk about your plans.

This article is for general information only and is not legal or tax advice. Rules change, so always work with a qualified Costa Rican attorney and accountant.