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Forming your business in Costa Rica.

The Sociedad de Responsabilidad Limitada (L.T.D.A. or L.L.C.) was created as a simpler alternative to the Sociedad Anónima (S.A.). It is easier to operate than an S.A. because it does not require many formal acts to function, making it suitable for small business enterprises.


Key characteristics of an L.T.D.A. (Limited Liability Company) include:


  • Limited liability of shareholders, restricted to the amount of their capital contribution.
  • Capital divided into individual registered quotas, which cannot be sold to the public unless first offered to other partners (right of first refusal).
  • Minimum of two quota holders, with no maximum limit on the number of shareholders.

An L.T.D.A. is managed by one or several managers, who may or may not be shareholders. While the simplicity of operation is a major benefit, a limitation is the restricted ability to transfer ownership to third parties.


The L.T.D.A. can be managed by a manager with broad powers of attorney, and additional managers or vice-managers may be appointed as deemed appropriate by the owners.

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Forming your business in Costa Rica.

Sociedad Anónima (S.A.) in Costa Rica


In Costa Rica, the Sociedad Anónima (S.A.) is the most commonly used form of business corporation. Key features include limited liability for shareholders, restricted to their capital contribution, and transferable stock ownership, allowing shares to be easily transferred to third parties through endorsement.


The Board of Directors is the supreme governing body of the corporation and represents the collective decisions of the shareholders. The following positions are required for incorporation:


  1. President
  2. Secretary
  3. Treasurer

Additionally, a Controller must be appointed (who cannot be related to any Board member), along with a Resident Attorney or Agent, who must be a licensed attorney in Costa Rica. These positions constitute the minimum requirements for incorporation, but it is possible to appoint vice-presidents, managers, and other roles as needed.


It is also important to decide which Board members will hold Powers of Attorney and whether these powers will be exercised jointly or individually. At a minimum, the President must have the authority to represent the company both in and out of court.


To start the process of incorporation in Costa Rica  complete the form bellow and email to: info@qslegal.com


Or apply Online

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