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Costa Rica: Types of Company


The Commercial Code 1964 governs the creation of companies, partnerships, trusts and sole proprietorships all of which are described below. The stock corporation is the most commonly used corporate entity and the sole proprietorship is an interesting concept if only because it is so far removed from the sole proprietorship of a common law jurisdiction.

Even though Costa Rica is a civil law jurisdiction trusts are permitted. The tax laws do not discriminate between onshore and offshore operators and as such the concept of a tax exempt company does not exist (see Direct Corporate Taxation and Offshore Legal and Tax Regimes for further details). The international regulatory authorities which seek to curtail the activities of offshore centers consider a non discriminatory taxation system as one of the factors that defines a reputable and well regulated tax haven.

Article 227 of the Commercial Code makes provision for the migration of a foreign company to Costa Rica and for the re-domiciliation of a Costa Rica company to a foreign country upon the presentation of a shareholders' resolution. Migration does not entail the dissolution of the corporation in its country of origin or the incorporation of a new company in Costa Rica. The law of the foreign corporation must permit its re-domiciliation. Note that all corporate filings must be in Spanish.



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