The advantage of acquiring a shelf corporation is that this is fully operational upon the assignment of the shares and upon appointment of a new board of directors and statutory examiner. A client that considers this option must make sure that the law firm or lawyer providing it can certify that such shelf corporation has never been involved directly or indirectly in any kind of business transaction, whether public or private and no contentious law suits or claims of any kind are pending or have ever been brought against it. It is a common practice that for purposes of avoiding the burdensome bureaucracy involved in incorporation, that Costa Rican law firms may provide a “shelf corporation” that is already incorporated and registered. After the books are authorized, the shareholders registry book must be updated accordingly and the share, or shares, certificates must be issued and executed.Once Incorporated, the corporation must request the approval of the legal and accounting books before the Tax Authorities.Publish a notice of the incorporation in the Official Gazette and record the incorporation deed before the Public Registry.Draft and execute a deed of incorporation before a Notary Public.In order to incorporate a legal entity, it is necessary to follow the steps described below: Founding parties (and any shareholders thereafter) may be individuals and/or any type of registered legal entity, regardless of citizenship and domicile. However, immediately after its incorporation, a single party may legally own 100% of the shares of stock, without altering the legal status of the original corporation. Since local laws define a corporation as a bilateral agreement, they must be formed by at least two parties. In Costa Rica, corporations are the most common entity given their structural flexibility. General Partnerships (Sociedad en Nombre Colectivo).Limited Partnerships (Sociedad en Comandita Simple).Limited Liability Companies (Sociedad de Responsabilidad Limitada).Corporations (Sociedad Anonima or S.A.).Here is a general overview of the different forms of business organizations in Costa Rica along with a description of the incorporation procedure and the related issues.Ĭosta Rican law recognizes the following forms of business organization: Simply viewed, a business form is a fictitious being independent of its shareholders, legally empowered to conduct business in its own name. Corporations & Costs Simple and Affordable
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