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How to establish a business in Costa Rica | Welcome to Sullivan & Associates

How to establish a business in Costa Rica

Establishing a Business in Costa Rica  
 

A company should take the following steps to enroll in Costa Rica:

 Establish the company in the Public Register
 register with the Directorate General of Taxation taxpayer as an entity with economic activities in the country
 Registering as employer with the Social Security Fund and National Insurance Institute

 Ask for a permit to operate the Ministry of Health

 Request a Municipal License (permit to operate a business)

 Having a process of environmental impact assessment with the National Environmental Technical Secretariat (SETENA)

Forming a company in Costa Rica

The most common form of incorporation of a company is through a limited company (SA). The agreement establishing an instrument must be registered with public docketed and entered in the Public Registry. The Register then provide a legal certification. The law requires a minimum of two (2) people to enter society. After taken may be reduced or increased the number of shareholders, without restriction of nationality.
 

Registration procedures usually last at least four weeks. You can use companies "briefcase" (shell companies) when you require immediate implementation. Basic Features of Societies in Costa Rica
 

The company is managed by a Board with at least three members, President, Secretary and Treasurer, who need not be shareholders (no citizenship or residency requirements). No person can earn two seats on the Board.
 

The Chairman of the Board legally represents the company and any other member specified in the pact. They may delegate all or part of their power   other members of the Board if the pact establishing permitting. They can also appoint one or more administrators.
 

It is necessary to have 50% of the members of the Board for the assemblies and the majority present for a resolution. The president has two votes in case of a tie.
The company must have a resident agent, usually a lawyer with an office in Costa Rica. The resident agent must be registered with the Companies Registry and will be responsible to receive all legal notices.
Registration of a branch in Costa Rica

Foreign companies must have or have the intention to open branches in Costa Rica and delegate, appoint, maintain and register a legal representative agent with full power in the country for commercial business of the branch.
 

Registration of a representative with powers generalissimos
 

A general power of attorney allows a person to act as part of the company. It must be given by a representative of the parent company of sufficient power, before a Costa Rican Notary Public or a local Costa Rican Consulate.
 

General Directorate of Direct Taxation
 

The General Directorate of Direct Taxation is part of the Ministry of Finance. Any person or entity that performs one or more economic activities in the country must be registered as a taxpayer.
 

The procedure is performed in the offices of Direct Taxation.
Caja Costarricense de Seguro Social - CCSS

Under Costa Rican law, the employer must contribute to the social insurance scheme of its employees with a fixed percentage of wages of their employees. The employee also must contribute a fixed percentage of their salary.
 

  Therefore, the company must first be established as an employer with the CCSS, this can be done at the central office or any of the regional offices of CCSS. The constitution of the company as an employer and employee registration must take place within the first eight business days of hiring their employees.
 

 
 
 

The CCSS also charges other compulsory contributions, which are detailed in the following table: Benefits Mandatory

Employer Contribution Employee Contribution
Monthly Rates
Social Security
- Health and Maternity Benefits 9.25% 5.50%
- Disability, Aging and Death Benefits 4.75% 2.50%
Family allowances (Unemployment benefits) 5.00% --
INA (National Training Institute Tax) 1.50% --
Banco Popular (Savings Bank Workers Required) 0.50% 1.00%
IMAS (Eradication of Extreme Poverty) 0.50% --
Labor Capitalization Fund 3.00% --
Compulsory Supplementary Pension 1.50% --
Social Charges 26.00% 9.00%

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