Costa Rican corporations end with the abreviation S.A. which loosely stands for Anonymous Society.

I recently formed a corporation here.  As you may know, all jurisdictions have rules for number of shareholders, directors, etc.

In Costa Rica, you need two shareholders, four directors and four officers to form a corporation.  The two shareholders must be different people.  The four directors must also be different people (but can be among those who are also shareholders).  The four officers can theoretically all be the same person.

Among the officers, only the President and the Secretary have any power.  The other two officers are window dressing.

One of the directors must be a Costa Rican.

In the corporation I formed, my wife and I were the initial shareholders.  We are also part of the initial team of directors.  A Costa Rican friend and his wife filled out the other two mandatory director positions.  I am the first president of the corporation, my wife is the initial secretary and my Costa Rican friend and his wife are the other two officers.

Of course, now that it is formed, everything can be switched around with a vote of the shareholders (my wife and I) to reorganize the directors or a vote of the directors or shareholders to reorganize the officers.

As in most jurisdictions, the corporation required a registered agent who had to reside in Costa Rica.  Shareholders and all but one director and all officers may reside outside Costa Rica though.

Also a real physical address was required.  I tried to use a Mail Boxes Etc address which I have been able to do in every other jurisdiction I have ever formed a corporation.  They are a physical address. 

Neither attorney said that would be possible though in Costa Rica.  It had to be a real physical address that wasn’t being utilized by a mailing company.  We used the home address of the Costa Rican friend who is also serving as a director and an officer. 

Six books are provided.  Required corporate paperwork appears to be much more complicated than a Nevada corporation (as an example).  However, attorney services are very inexpensive here (around $20/hour), so I suspect I will simply turn over all of the books to an attorney to comply with the corporate laws.

I was first quoted about $300 to form a corporation.  That attorney never got around to the task though (a common Costa Rican business complaint).  I then went to an expediter who came to my home and made everything happen in two weeks for $600.

I’ll be happy to facilitate the formation of a couple of other Costa Rican corporations for readers of this blog.  I would like to do that just so I can see if there are any other hangups.

Just leave a comment (which won’t be moderated, so your comment will remain between you and me) and I’ll contact you to set it up.

-James D. Brausch