San José has become a magnet for foreign entrepreneurs and investors drawn by a stable political climate, a booming green tech sector, and a progressive legal environment. As the 2026 school year launched with unprecedented education milestones and the city gears up for a surge in data center capacity, international interest in launching ventures here is at a decade high. For those considering entry, understanding the exact process of company formation is crucial to avoid costly delays and ensure regulatory compliance.
Choosing the Right Corporate Structure
There are three primary legal entities favored by international investors in this market: the Sociedad Anónima (SA), the Sociedad de Responsabilidad Limitada (SRL), and the branch office. The SA, akin to a joint stock company, requires at least two shareholders and a minimum paid-in capital of roughly $400 (CRC 200,000), making it suitable for larger or more complex operations. The SRL, often chosen by smaller enterprises, also needs two members but allows simplified internal governance. Each structure comes with different annual reporting obligations and tax exposures, which Damalion reviews with clients to ensure optimal fit for their sector and capital strategy.
Step-by-Step Incorporation Process
- Name Clearance: The first step is reserving a unique company name with the National Registry, usually completed within 24 hours for a fee of about $20.
- Drafting and Notarizing Bylaws: Articles of incorporation must be prepared in Spanish and notarized by a local public notary, with standard fees ranging from $650 to $1,200 depending on complexity.
- Deposit of Capital: For SA and SRL, the initial capital is deposited in a local bank account. New anti-money laundering rules require full documentation of funds’ origin, a step that Damalion streamlines through close coordination with financial institutions.
- Public Registration: The notary files incorporation documents electronically with the National Registry. Recent digitalization reforms mean that, as of June 2025, all legal notifications—including registration approvals—are delivered by email, accelerating turnaround times. The registry process generally concludes in 5–7 business days.
- Tax Registration and Municipal License: Companies must register with the tax authority and obtain a municipal operating permit. Expect a combined processing time of 10–15 days, with municipal license fees starting at $150 annually and varying by business activity.
- Social Security Registration: Registration with the CCSS (Caja Costarricense de Seguro Social) is mandatory before hiring employees; this can be completed online in under 48 hours.
From start to finish, setting up a new entity in the city can take as little as 3 weeks if all documentation is in order. Damalion facilitates the entire process, from entity selection to end-to-end registration, ensuring all legal and tax requirements are met efficiently.
Bank Account Opening and Practical Considerations
Opening a corporate account remains one of the more challenging steps due to enhanced due diligence and KYC protocols introduced in late 2025. Foreign shareholders must present notarized and apostilled identification, proof of address, and detailed business plans. Local banks typically require an in-person meeting with at least one director. Account opening timelines range from 2 to 4 weeks, though working with Damalion’s team speeds up document collection and liaising with banking officers, minimizing the risk of rejections or delays.
Costs and Ongoing Compliance
Beyond notary and registry fees, entrepreneurs should budget for annual corporate tax (impuesto a las personas jurídicas) of approximately $120 for inactive companies and up to $400 for active ones, depending on gross income. Mandatory accounting and tax filings are required even for dormant entities, with penalties for late submissions. The country’s new digital compliance regime means all official communications and notifications are now handled electronically, reducing paperwork but demanding careful monitoring of registered email addresses to avoid missing critical deadlines.
Special Regimes and Sectoral Opportunities
San José’s position as a hub for green technology, medical devices, and digital services has led to tailored incentives. Companies in free trade zones benefit from reduced corporate income tax rates as low as 6% for the first eight years, exemption from import duties, and simplified customs procedures. A recent legal update has also clarified licensing requirements for crypto and fintech ventures, making this market increasingly attractive for digital asset operators seeking regulatory clarity. Many foreign-owned businesses opt for these special regimes to maximize early-stage profitability and reinvestment capacity.
What International Investors Should Know
- Spanish-language documents are mandatory; certified translations are needed for foreign partners.
- Residency is not required to be a shareholder or director, but a registered local address is compulsory.
- Corporate secretarial and bookkeeping services are best outsourced to ensure compliance with evolving electronic reporting rules.
- Recent political stability and pro-investor reforms have led to a double-digit uptick in new business registrations since early 2025, signaling a competitive but opportunity-rich landscape.
Investors working with Damalion benefit from streamlined access to compliant structures, up-to-date guidance on sector-specific licensing, and a single point of contact for legal, tax, and administrative tasks.
As the capital continues its transformation into a smart, investor-friendly city, international entrepreneurs are finding the barriers to entry lower than ever—provided they have a detailed roadmap and local expertise. For those ready to launch or expand in this market, engaging a partner with deep regulatory insight and operational agility is the surest way to achieve a fast, compliant start.
Damalion supports international investors, entrepreneurs, and family offices establishing and structuring their business in Costa Rica. Contact your Damalion experts now.
