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Guide to Buying
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Planning to invest in Costa Rica
ABC’s to Incorporating, Buying Property and
Becoming a Resident:
Many of our foreign clients have
similar
concerns when we first discuss
their investment
plans in Costa Rica. Almost everyone
we have
met wants to know about incorporating,
buying
property and obtaining residency.
We believe these three issues
are the main
components of what we would call
the "typical
investment package"; which,
just by
following some basic steps would
make your
Costa Rican venture a very successful
one.
Incorporating in Costa Rica
The typical limited liability
company (“Sociedad
Anónima” or “S.A”.) must be incorporated
by at least two people before
a Costa Rican
Notary Public. After such incorporation,
the shares may be transferred
and it is legally
feasible to have a corporation
in which one
person is the owner of all shares.
The incorporators must choose
a name (which
must not be similar to any existing
corporate
name); appoint a Board of Directors
(which,
by law, must have a minimum of
three members,
President, Treasurer and Secretary)
and a
Comptroller. Each one of these
positions
must be occupied by a different
person; however,
the initial incorporators may
occupy them.
Other crucial issues to be decided
are the
capital of the corporation (the
higher the
capital, the more registration
taxes are
to be paid); the number of shares
composing
such capital (a share cannot
be divided according
to Costa Rican Law -fractions
of shares are
not acceptable-; thus, it is
advisable to
have a number of shares that
would permit
future distributions of the participation
in the company) and the representation
of
the newly formed company (there
must be at
least one representative of the
company with
powers of attorney to act on
its behalf;
however, at the time of incorporation,
or
later on, the powers of the company's
representatives
may be limited, for example,
to specific
actions or amounts).
Costa Rica has what we like to
call a "hybrid"
corporate system. The incorporation
deed,
as well as all changes to the
company’s By-Laws,
are to be recorded in the Public
Registry,
where any person has access to
them. However,
all transfers of the company's
shares are
recorded in the Shareholders
Registry Book,
which is kept by the corporation
and is only
available to company's shareholders
and officials;
all other parties can only review
it with
a Court order.
When you are buying real estate,
it is advisable
to do it on a corporation's name.
In this
case, transfers could be made
easier and
the structure may be more flexible
for other
transactions and for organizational
matters.
Check out the guide to buying and it's Process
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