Costa Rica Company Registration Guide 2025: Policies, Procedures, and Key Considerations

This practical guide summarizes the latest developments for registering a company in Costa Rica in 2025, explains relevant policy shifts and interpretations, and provides step-by-step operations and key precautions. It is aimed at foreign and local entrepreneurs seeking a clear registration pathway, compliance checkpoints, and realistic timelines.

What’s changed in 2025 (high level)

• Increased digitalization: More filings and notifications can be submitted online through Registro Nacional and Ministerio de Hacienda platforms, shortening turnaround times.
• Beneficial ownership and AML focus: Authorities continue to expand transparency measures and enforcement—expect mandatory identification of beneficial owners and more frequent requests for supporting documentation.
• Integrated tax reporting: Electronic invoicing (electrónica) and real-time tax reporting remain a priority; new standard formats and deadlines were clarified for 2025.
• Labor and social security compliance: The Caja Costarricense de Seguro Social (CCSS) and labor authority have tightened reporting and inspection regimes for new employers.

Common business forms and quick comparison

Step-by-step registration process (practical operations)

1. Decide on entity and name reservation: Choose S.R.L., S.A., or a branch. Reserve the company name via the Registro Nacional online search and name reservation service.
2. Prepare founding documents: Draft the articles of incorporation (estatutos) and shareholder agreement where applicable. For S.A. and S.R.L., this is typically executed before a notary or via the authorized electronic process.
3. Notarization and signatures: Founders must sign the instrument. Non-resident signatures often require apostille and translated documents; consular legalization may still be requested depending on document origin.
4. Register at Registro Nacional (Mercantile Section): Submit the signed instrument and required annexes. On successful registration the company receives its cédula jurídica (legal ID).
5. Tax registration with Ministerio de Hacienda: Register to obtain the tax identification, access electronic invoicing system (Factura Electrónica), and determine VAT (Impuesto al Valor Agregado — IVA) and income tax obligations.
6. Register with CCSS (social security): Enroll as an employer and register employees for social security and workplace risk coverage.
7. Municipal and sector permits: Apply for municipal business license (patente municipal) and any sector-specific permits (health, environmental, tourism) as required.
8. Open a company bank account: Banks require the cédula jurídica, statutes, beneficiary information, and KYC documents for signatories and beneficial owners.
9. Beneficial owner registry and AML checks: Submit information on ultimate beneficial owners when requested and maintain updated records for audits.

Estimated timeline and costs

• Official registration: typically 3–15 business days when documents are complete and filed electronically; paper and notarization can extend this to several weeks.
• Tax registration and electronic invoicing setup: 3–10 business days depending on backlog and integration needs.
• Professional fees: notary, legal, and accounting services vary—budget for professional support, especially for foreign investors.

Key documents typically required

• Founding instrument (articles of incorporation or public deed)
• Identification documents and passports of founders, directors, and beneficial owners
• Apostille or legalization and certified translations for foreign documents (as required)
• Proof of address, bank references, and business plan for certain sectors

Notes / Precautions and compliance tips

1. Beneficial ownership accuracy: Prepare a clear record of beneficiaries. Mistakes or omissions can trigger fines or account freezes. Maintain an audit-ready file and update it whenever ownership changes.
2. Keep accounting up to date: Costa Rica enforces periodic tax reports and electronic invoicing. Use an accountant familiar with Hacienda’s e-invoicing standards to avoid penalties.
3. Labor and social security obligations: Register employees promptly with CCSS. Misclassification or delayed registration can result in retroactive contributions, fines, and legal exposure.
4. E-signatures and apostilles: For foreign incorporators, confirm whether original signatures must be apostilled or whether notarized electronic processes are acceptable in 2025.
5. Sector permits: Businesses in tourism, health, food, and environment-heavy sectors need specialized licenses; secure these before trading.
6. Banking and KYC: Expect enhanced Know-Your-Customer checks; prepare certified documents and proofs of source of funds to expedite account opening.

Practical examples / short case studies

Case 1: Software startup (S.R.L.)

A four-founder software company chose an S.R.L. to limit liability and simplify governance. They reserved a name online, drafted a limited-liability agreement, notarized remotely with apostilled signatures, registered at the Registro Nacional, and completed Hacienda enrollment within two weeks. Electronic invoicing was integrated in the first month. Lesson: S.R.L. works well for close-knit teams with limited initial capital.

Case 2: US parent company opening a branch

A U.S. corporation opened a branch to provide services. It registered the branch with a local representative and registered for tax and CCSS obligations. The parent remained liable for branch obligations, highlighting the need for careful legal structuring and clear scope of activities in the public deed.

Enforcement trends and interpretations to watch (2025)

• Regulators are prioritizing data transparency: expect more cross-checks between Registro Nacional, Hacienda, and banking records.
• Audits of electronic invoicing: Hacienda is refining validation rules for e-invoices; incorrect codes or missing details can trigger automatic rejections and fines.
• Penalties for late CCSS registration are being applied more consistently—prepare to reconcile wage reports and contributions promptly.

When to hire local advisors

Engage a local attorney and accountant when:

• You're a foreign investor unfamiliar with Costa Rican corporate formats.
• Your industry requires special permits or environmental clearance.
• You need assistance with cross-border tax planning or establishing a branch.

For operational support and remote human-services related to offshore staff placement, consider working with firms like SailGlobal for localization and compliance assistance.

Final checklist before commencing operations

1. Company registered and cédula jurídica obtained
2. Hacienda and electronic invoicing set up
3. CCSS enrollment completed
4. Municipal license and sector permits secured
5. Bank account opened and initial capital deposited as required
6. Beneficial ownership and KYC documents filed and stored

Further resources

Monitor official portals (Registro Nacional, Ministerio de Hacienda, CCSS) and consult local counsel for the latest regulatory interpretations in 2025. Staying proactive with electronic reporting and beneficiary transparency will reduce friction and support long-term compliance.