CREATE A NEW CORPORATION: INCORPORATION PROCESS:

There are different types of corporation in Costa Rica, so here we provide a brief description of the most common used ones. Also to incorporate in Costa Rica you have to take into account the requirements involved in the incorporation of a Costa Rican Corporation (S.A.) or a Limited Liability Company (L.L.C. or L.T.D.A.):

1. Basic Incorporation Package: USD$ 800+(Additional Services if required)+Shipping

2. Full Incorporation Package: US$1550

- Payment of the first year of annual tax to Costa Rican corporations.
- Resident Agent (Costa Rican Attorney): 1 year
- Costa Rican Domicile: 1 year
- Annual Tax Filing: 1 year
- Articles of Incorporation.
- Copy of the Articles of Incorporation with Apostille.
- Certified translation to English of the Articles of Incorporation.
- Apostilled Extract from the Public Registry with the registration information and the current representatives of the corporation (serves as certificate of incumbency, certificate of good standing and certificate of incorporation).
- Certified translation to English of the Extract.
- Share certificates issued per your instructions.
- Legal Books.
- First Minutes of the Board in the Legal Books.
- Shipping

TYPES OF CORPORATIONS:

Sociedad de Responsabilidad Limitada (Limited Liability Company)

The Sociedad de Responsabilidad Limitada (L.T.D.A. or L.L.C.) was created as an alternative to the Sociedad Anónima (S.A.) (described below). It is simpler to operate than a S.A. since it does not require many formal acts to function. This makes it suitable for small business enterprises. The main characteristics of the limited liability company are, that the liability of the shareholders is limited to the amount of their capital contribution, the capital is divided into individual registered quotes which cannot be sold to the public unless previously offered to other partners (first right of refusal), the company is made up of a minimum of two quote holders with no limit as to the maximum number of shareholders allowed.
This kind of corporation is managed by one or several MANAGERS who may or may not be shareholders. While the simplicity of the operation is a benefit of this form of incorporation the draw back is the limitation on the ability to transfer ownership of the LTDA to third parties.
The LTDA can be handled by a manager with broad powers of attorney. There can also be more managers or vice-managers, as deemed appropriate by the owners.

Sociedad Anonima

In Costa Rica the Sociedad Anónima is the most common used corporation form of business organization. The main features are that the liability of the shareholders is limited to their capital contribution and stock ownership in the corporation is easily transferred to third parties (endorsement of shares).
The Board of Directors is the supreme organ of the corporation and it expresses the collective disposition of the partners. The following positions should be assigned in the Board of Directors of the company:
1. President
2. Secretary
3. Treasurer
Additionally, a Controller (which cannot be family related with any other Board Member) and a Resident Attorney or Agent has to be designated. The Resident Attorney or Agent must be an Attorney at Law in Costa Rica. In general, the positions outlined above are the minimum necessary for incorporation purposes and do not exclude the possibility of appointing vice-presidents, managers and others. Moreover, your disposition concerning which member(s) of the Board of Directors will have Powers of Attorney in the company and if those powers will be exercised jointly or separately (at least the President has to have powers to represent the company, both in court and out of court) is necessary.

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Requisites to Incorporate in Costa Rica:

In order to incorporate either of these types of companies, we will require the following information of at least two founding partners:
1. Full name
2. Marital Status
3. Occupation
4. Street address
5. Passport number

Powers of Attorney:

In Costa Rica, there are various types of Powers of Attorney, among them and the most commonly used are Full, General and Special, all of which can be limited in kind, in time and in amount; and are summarized as follows:
1. Full Power of Attorney: allows purchase, sale, mortgage, etc. of any goods that the corporation may have. It also empowers to sign checks, pay invoices, contract with suppliers, etc. It can be limited, both in the type of acts that are permitted and prohibited, as well as in total amount of each of the acts or contracts.
2. General Power of Attorney: is solely intended to be used for administrative purposes, such as contracting of personnel for business purposes, signing invoices and, in general, any other document which is strictly related to the company's scope of activity.
3. Special Power of Attorney: entitles the representative to execute one or more specific acts, whether of administration or disposition. One special characteristic of this power of attorney is that, as opposed to the two previously explained powers of attorney, it does not need to be recorded in the Mercantile Section of the Public Registry.
Using the above mentioned guidelines, powers of attorney may be drafted to fit special corporate needs. For instance, you may have the following scenarios:
a. President holds full powers of attorney.
b. President and Secretary hold full powers of attorney so long as they act jointly.
c. President and Secretary hold full powers of attorney acting individually for transactions up to $ 50,000.00 and jointly thereafter.
d. All Board Members hold full powers of attorney.
e. Any other combination established by the Shareholders.