A. Procedure: There
are four
main stages in the process of forming a company.
1. The Notarization of the Articles of Incorporation or
Constitutive
Charter of the company: This document is prepared by a Costa Rican
Notary
Public. The Constitutive Charter determines the organization,
administration
and bylaws of the company, and is usually signed by all the
shareholders,
the appointed members of the Board of Directors, the Comptroller and
the
"Agente Residente".
2. Publication in Costa Rica's official newspaper "La Gaceta”
to announce the constitution of the company: This is a necessary
requirement
to register the company in the Record Office. A notice is sent to the
newspaper
after the Articles of Incorporation are duly signed. Its publication
takes
approximately ten to fifteen working days.
3. Registration of the company in the Record Office:
The
registration
of the company is essential to legally constitute a corporation in
Costa
Rica. The registration process is performed by the Notary Public before
whom the Articles of Incorporation were given. This process takes from
one to two months, depending on the time it takes for the Registry
Office
to approve the company's bylaws.
4. Legalization of Books: A set of three accounting books
("Diario",
"Mayor" e "lnventario y Balances") and three "legal" books
(Shareholders'
Record, Shareholders' Assemblies, and Board of Directors Meetings)
should
be presented at the Ministerio de Hacienda for their initial
authorization
by the Book Legalization Department. Once duly legalized, these books
should
register all internal affairs of the company (as well as stock
transfers)
and are kept privately by the shareholders.
B. Requirements
1. Shareholders: To form a company in Costa Rica, a minimum
of two initial
shareholders are required. Once the company is formed and properly
inscribed
in the Record Office, the shares then can be transferred to a single
person,
who becomes the sole shareholder of the company.
2. Capital Stock: The capital stock of a company can range
from one
colon (C1.00) to any sum that the founders consider necessary for the
company
to operate. Usually, a low amount is recommended to reduce registration
costs.
3. Domicile: This is the official address of the company for
legal matters.
4. Name: The legal registered name of the company must be
different
to the names of other registered companies. The company
name
may contain words in foreign languages. The attorney in charge of
preparing the Articles of Incorporation will do research on the names
proposed
by the founders to determine whether they will be accepted by the
Record
Office, or need to be modified to comply with this requirement.
5. Shares: The capital stock must be distributed in shares.
The amount
of shares and their denomination is determined by the founders and
their
preferences. All shares must have equal value, which must be at least
C1.00,
though there is no top limit to a share's value (i.e. Capital Stock:
C10,000.00
= 10 shares of C1,000 00 each). A capital stock of C1,000.00
distributed
in 1,000 shares of C1.00 each, is recommended.