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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 an alternative to the Sociedad Anónima (S.A.) (described below). It is simpler to operate than a S.A. since it does not require many formal acts to function. This makes it suitable for small business enterprises. The main characteristics of the limited liability company are, that the liability of the shareholders is limited to the amount of their capital contribution, the capital is divided into individual registered quotes which cannot be sold to the public unless previously offered to other partners (first right of refusal), the company is made up of a minimum of two quote holders with no limit as to the maximum number of shareholders allowed.

This kind of corporation is managed by one or several MANAGERS who may or may not be shareholders. While the simplicity of the operation is a benefit of this form of incorporation the draw back is the limitation on the ability to transfer ownership of the LTDA to third parties.

The LTDA can be handled by a manager with broad powers of attorney. There can also be more managers or vice-managers, as deemed appropriate by the owners.

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Forming your business in Costa Rica.

In Costa Rica the Sociedad Anónima is the most common used corporation form of business organization. The main features are that the liability of the shareholders is limited to their capital contribution and stock ownership in the corporation is easily transferred to third parties (endorsement of shares).

The Board of Directors is the supreme organ of the corporation and it expresses the collective disposition of the partners. The following positions should be assigned in the Board of Directors of the company:

1. President

2. Secretary

3. Treasurer

Additionally, a Controller (which cannot be family related with any other Board Member) and a Resident Attorney or Agent has to be designated. The Resident Attorney or Agent must be an Attorney at Law in Costa Rica. In general, the positions outlined above are the minimum necessary for incorporation purposes and do not exclude the possibility of appointing vice-presidents, managers and others. Moreover, your disposition concerning which member(s) of the Board of Directors will have Powers of Attorney in the company and if those powers will be exercised jointly or separately (at least the President has to have powers to represent the company, both in court and out of court) is necessary.


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


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