How to start a business in Costa Rica as a foreigner (2026)
Starting a business in Costa Rica as a foreigner: easy.
Costa Rica permits 100% foreign ownership in most sectors with no statutory minimum share capital requirement. Companies are registered through the Registro Nacional, and since 2025 the PROCOMER-led Ventanilla Única de Inversión (VUI) one-stop digital portal coordinates filings across multiple agencies. Following 2025 digitalization reforms, the typical formation timeline has been reduced to 5-7 business days.
Legal framework
Código de Comercio (Commercial Code); Registro Nacional (National Registry); PROCOMER Ventanilla Única de Inversión (VUI); Law 10729 (2025 registry reform)
Key points: starting a business in Costa Rica
Foreign Ownership
Costa Rica imposes no general restrictions on 100% foreign ownership of S.A. or S.R.L. entities; shareholders may be non-resident foreigners. Sectoral exceptions require Costa Rican citizen participation in electrical power generation, certain transport services, regulated professional services, and aspects of broadcasting.
Corporate Structures
Two principal forms are available: the Sociedad Anónima (S.A., requiring at least 2 shareholders and a 3-member board of directors) and the Sociedad de Responsabilidad Limitada (S.R.L., LLC equivalent). Both can be 100% foreign-owned and are governed by the Código de Comercio.
Minimum Capital
No statutory minimum share capital exists. At least 25% of subscribed capital must be paid upon formation; in practice amounts equivalent to USD 100 are commonly used. Capital may be denominated in any currency.
Registration Steps
Core steps are: (1) notarial deed drafted and filed with the Registro Nacional; (2) tax registration with the Dirección General de Tributación (Finance Ministry); (3) registration with the Caja Costarricense de Seguro Social (CCSS); (4) municipal business license; (5) sector-specific permits (e.g., Ministry of Health sanitary permit where applicable). Appointment of a licensed Costa Rican resident agent is mandatory.
One-Stop Shop (VUI) & Timeline
The PROCOMER-operated Ventanilla Única de Inversión (vui.cr) provides a single digital portal coordinating procedures across the Registro Nacional, tax authority, CCSS, and municipalities. Post-2025 reforms have reduced the typical formation process to 5-7 business days, down from 15-22 business days previously. An April 2025 OECD review confirmed VUI's role as the primary investment facilitation mechanism.
2025 Registry Reforms
Law 10729 (in force from May 2025) eliminated the requirement to select a company trade name at incorporation; the Registro Nacional now assigns the cédula jurídica (legal ID number) as the entity's official name. From June 4 2025, all legal entities must register a verified email address with the Registro Nacional, which becomes the mandatory channel for administrative and judicial notifications.
Timeline of decisions
- LawLey 10729 reforms Commercial Code: corporate names abolished, resident-agent requirement eliminated
Published in La Gaceta Alcance No. 69, Law 10729 mandates that new Sociedades Anónimas (S.A.) and Sociedades de Responsabilidad Limitada (S.R.L.) be identified exclusively by the cédula jurídica automatically assigned by the National Registry, ending the razón/denominación social requirement. The same reform eliminated the mandatory resident agent and the obligation to publish an edicto in La Gaceta on incorporation, significantly cutting formation time and cost for new businesses.
Central Law (citing La Gaceta Alcance No. 69, 30 May 2025)
- Decision · officialWorld Bank B-READY 2024: Costa Rica assessed in inaugural Business-Enabling Environment report
The World Bank's new Business Ready (B-READY) index, successor to the discontinued Doing Business index, included Costa Rica (upper-middle-income) in its inaugural 50-economy edition. Costa Rica scored well on business location and market competition but below average on taxation, providing the first internationally benchmarked snapshot of the country's startup environment under the new methodology.
World Bank — Business Ready
- Decision · officialMunicipality of San José joins the Ventanilla Única de Inversión, single-window licensing reaches the capital
Costa Rica's largest and most commercially active municipality signed a cooperation agreement with PROCOMER to integrate into the VUI digital platform, enabling entrepreneurs in San José to obtain commercial licenses and health operating permits through a single online window. This milestone brought the single-window system to the vast majority of the national business activity after its 2016 regulatory creation.
COMEX — Ministry of Foreign Trade of Costa Rica
- Law · official13% Value Added Tax (IVA) enters into force, startup tax-compliance burden materially increases
The VAT provisions of Ley 9635 took effect, replacing the general sales tax and extending tax obligations to virtually all services. Every new business must now register as a VAT contributor with the Ministry of Finance from day one of operations; micro and small enterprises registered with MEIC received transitional lease exemptions, but compliance costs for startups rose substantially.
Procuraduría General de la República — SCIJ (Ley 9635)
- Law · officialLey 9416 mandates beneficial-ownership disclosure, new compliance layer added at company formation
Law 9416 created the Registro de Transparencia y Beneficiarios Finales (RTBF), administered by the Costa Rican Drug Institute (ICD), requiring all newly and previously incorporated legal entities to disclose shareholders and ultimate beneficial owners holding significant stakes. Failure to file carries administrative and criminal penalties, making beneficial-ownership registration a mandatory step in the business-startup checklist.
ICD — Instituto Costarricense sobre Drogas (Ley 9416 notice)
Sources
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