Quick answer: A Costa Rican company — a Sociedad Anónima (S.A.) or Sociedad de Responsabilidad Limitada (S.R.L.) — is formed by a notary who drafts the incorporation deed (escritura de constitución), which is registered with the Registro Nacional, after which the company receives its cédula jurídica (legal ID number). For a family holding property, the S.R.L. is usually the simpler choice. Remember the entity carries ongoing obligations — annual corporation tax, filings and, for many, a resident agent.
S.A. or S.R.L.?
S.R.L. — quotas rather than shares, no board required, lighter administration, and a right of first refusal on quota transfers. Generally the better fit for family property holdings and asset isolation. S.A. — shares, a board plus a comptroller (fiscal), heavier governance; suited to operating businesses with multiple investors. If the company will hold a property meant to qualify for investor residency, note that current Migración practice increasingly expects the property titled in your personal name — so reconcile that first. See owning Costa Rica property through a corporation.
The steps
- ☐ Name search. Confirm the proposed company name is available at the Registro Nacional.
- ☐ Draft the escritura. A notary prepares the incorporation deed — the company purpose, capital, and governance (managers for an S.R.L.; board and fiscal for an S.A.).
- ☐ Execute and register. The deed is executed before the notary and lodged with the Registro Nacional.
- ☐ Obtain the cédula jurídica. The company’s legal ID number, used for everything the entity does.
- ☐ Appoint a resident agent where required, and set up corporate books.
- ☐ Register for tax and any operating permits if the company will trade.
The ongoing obligations you take on
- Annual corporation tax (Ley 9428) — applies to active and inactive companies alike. [VERIFY: current-year fee band on the Hacienda schedule]
- Legal-books and registry maintenance, and beneficial-ownership reporting where applicable.
- Resident agent fees where required.
- Accounting — even an inactive holding company has filing obligations.
A neglected company does not sit quietly — lapsed filings and unpaid corporation tax accrue problems that surface exactly when you want to sell or settle an estate. Budget for an accountant to keep it current.
What a company does not do
Holding property in a company does not avoid Costa Rican succession — the shares or quotas still form part of your estate. Nor does it, by itself, satisfy investor residency if Migración wants personal title. It is a structuring tool with real uses and real costs, not a magic wrapper.
The decision that should come before formation
Before you form anything, resolve what the company is actually for, because that determines both the entity type and whether you should form one at all. An S.R.L. suits a family holding property or isolating an asset — lighter administration, no board, quota-transfer protections. An S.A. suits an operating business with employees, investors or complex governance. And crucially, if the property is meant to qualify you for investor residency, current Migración practice increasingly expects personal title, which can make a holding company the wrong wrapper for that specific asset. Deciding this first avoids the expensive move of forming a company, discovering it disqualifies the residency, and transferring the property into your own name — a transfer that can trigger transfer tax a second time.
There is also a simple honesty worth stating: not every owner needs a company at all. Personal ownership is simpler, and for a residency-qualifying purchase it may be required. A company earns its place when succession, liability separation, or an operating business genuinely calls for it — not by default. Ask your counsel whether the structure solves a real problem for you before taking on its permanent cost.
The ongoing burden people forget
Forming the company is the easy, one-time part; keeping it compliant is the permanent one. Costa Rican entities carry annual corporation tax under Ley 9428 — payable by active and inactive companies alike — plus legal-books and registry maintenance, beneficial-ownership reporting where applicable, resident-agent fees where required, and accounting even for a dormant holding company. None of it is heavy on its own, but it is continuous, and neglect compounds.
A company with lapsed filings and unpaid corporation tax does not sit quietly — it accrues penalties and problems that surface at the worst possible moment, typically when you try to sell the property or settle an estate, and suddenly the entity must be brought current before anything can proceed. Budget for an accountant to keep it in good standing from day one, and treat that as a permanent cost of choosing the structure rather than an optional extra.
Get a fixed quote covering the first year
When you engage counsel to form a company, ask for a fixed quote that covers not just formation but the first year of maintenance — corporation tax, resident agent, books and accounting — so you see the true recurring cost, not just the setup fee. The ongoing burden is the part that surprises people, and pricing it upfront lets you judge honestly whether the structure is worth it for your situation. A company is a permanent commitment with permanent costs, not a one-time purchase.
Frequently asked
Which is simpler for holding a home, S.A. or S.R.L.?
Usually the S.R.L. — no board or comptroller, lighter administration, and quota-transfer protections that suit a family.
How long does formation take?
It is a routine matter for a Costa Rican notary; timelines vary by firm and registry load. Ask for a fixed quote covering formation plus the first year of maintenance.
Does an inactive company still owe tax?
Yes — annual corporation tax and filing obligations apply to inactive companies too. Neglect creates costly problems later.
Should my property be in a company or my name?
It depends on succession, liability and — critically — whether it must qualify for investor residency, which increasingly requires personal title. Decide with counsel before you buy.
Do I even need a company to hold my property?
Not always. Personal ownership is simpler and may be required for a residency-qualifying purchase. A company earns its place only when succession, liability or an operating business genuinely calls for it.
What happens if I neglect the company?
Lapsed filings and unpaid corporation tax accrue penalties that surface when you sell or settle an estate. Keep an accountant on it from formation to avoid a costly clean-up later.
How much does a company cost to run each year?
Beyond formation: annual corporation tax, resident-agent and accounting fees, and filings — even for an inactive holding company. Ask for a fixed quote covering the first year so you see the real recurring cost.
Can I move my property into a company later?
Yes, but a transfer can trigger transfer tax again on the same asset. Decide the structure before you buy rather than restructuring afterward.
Need a hand with this step?
This is exactly the kind of task our client-services team handles day to day for people relocating to Costa Rica. If you would like us to walk you through it — or take it off your plate entirely — request concierge support and we will pick it up from wherever you are.
This guide is general, practical information, not legal, immigration or tax advice. Costa Rican procedures, fees and thresholds change and are applied to individual circumstances; details here are current as of July 2026 and should be confirmed with the relevant authority or your advisor before you act.