SETTING UP BUSINESS IN
COSTA RICA
2022
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General Aspects Costa Rica is a country in Central America, it borders the Caribbean Sea (to the east) and the Pacific Ocean (to the west), Because Costa Rica is located between 8 and 12 degrees north of the Equator, the climate is tropical year round. However, the country has many microclimates depending on elevation, rainfall, topography, and by the
geography of each particular region. Costa Rica’s location provides access to American markets as it has the same time zone as the central part of the United States and direct ocean access to Europe and Asia. The primary language spoken in Costa Rica is Spanish but many people, especially in business life, speak English as well.
Legal Forms of Business Entities Legal form
Feature
Sociedad Anónima or S. A. in Spanish
Must be formed before a notary public, by at least two physi- cal Must be managed by a board of directors comprised of at least three individuals or two existing corporations, or a mix thereof, this is the most members (President, Secretary and Treasurer) and must be supervised by a widely used corporate structure when organi- zing businesses in Costa statutory examiner called the “Fiscal”. Rica. There are no limitations for foreign nationals wishing to form these types A Sociedad Anónima may be formed by other business en- tities or of companies. In the event the Company does not have a representative individuals or a mix thereof and may be eventually owned by one single residing in Costa Rica, the appointment of a resident agent is then required. Such an agent is necessarily an attorney-at-law. individual or other business entity.
Remarks
Article number 155 of our Commerce Code (Law number 3284 of April 24th, 1964) indicates that an Annual Ordinary Shareholders Meeting shall be held at least once a year, during the three (3) months following the end of the fiscal period, in which items concerning the operation of the entity shall be discussed. The duty to hold an Ordinary Annual Stockholders Assembly also applies to Limited Liability Companies Sociedad de Responsabilidad Limitada or SRL in Spanish
A minimum of two partners are required (physical individuals or business entities) to initiate its incorporation and its legal standing is not altered in the event a single partner subsequently becomes the sole owner of the capital contribution
SETTING UP BUSINESS IN
COSTA RICA
Their capital is not represented in shares of stock but in quotas, that cannot be sold to third parties if not previously offered to and approved by the rest of the partners. The Company structure is not lead by a board of directors but by one or more manager.
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Branch Offices of Foreign
Foreign companies are allowed to open and/or transfer their operations to Costa Rica through branches, subsidiaries and other applicable rules set forth in the local Code of Commerce
The Trust
Costa Rican commercial entities and individuals have recently begun Its flexibility and numerous possibilities make it an ideal business vehicle a using trust to manage their commercial (and personal) interests, in local wide array of commercial (and personal) relationships. In fact, it may be used or international environments, with great success for many business purpose meant to pro- vide assurance and speed in dayto-day business transactions.
Organizational Questions Topic
Feature
Remarks
Commercial Register
When forming a Costa Rican Company its bylaws must be drafted before a Public Notary and thereafter incorporated with the Mercantile Section at the National Registry. Once the incorporation process has been completed, the Public Registry will issue a corporate identification number (“cédula de persona jurídica” in Spanish), assigning a number which becomes evidence that the company is ready to lawfully start operations.
If the company is going to start a business or open a checking account, it must be registered with the Dirección General de Tributación according to the type of business. For example, for: The Income Tax. It is paid and reported annually. The General Sales Tax. It is paid and reported monthly
rade Register Notification
Municipalities will grant these licenses within a maximum term of 30 calendar Every company under operation needs a business license or permit: 1. The type of the license required from the local government (the days as of the date of the filing of the request. The Municipalities will then Municipality) will depend on the type of business (sales of products, collect the applicable tax. rendering of services, administrative services, etcetera.) 2. There is a license fee to be paid to the local government quarterly. For specific details on the license to be paid, it is necessary to know the exact place where the offices will be located.
Transfer of Goods and When performing any legal transaction whereby a piece of real estate is The reference value shall be the market price. This agreement must be Machinery transferred, a transfer tax will apply whose rate is 1.5% of the value of the documented with a notary public by means of a public deed of transfer and property according to the public registry. thereafter recorded within the National Registry. Visa and Residence permit
The General Immigration and Foreign Nationals Office is the agency responsible for issuing general directions on entry visas and residence permits to foreign nationals, these di- rections are based on local immigration polices, international agreements, treaties, security reasons, convenience, and op- portunity for the Costa Rican State.
SETTING UP BUSINESS IN
COSTA RICA
Foreign nationals authorized to enter the country may request an extension, provided that the request is submitted by prior to the termination of the original authorization and under the condition the all extension requirements set forth by the General immigration and Foreign Nationals Office are duly complied with.
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Employment Topic
Feature
Entry Visa Categories
First Group: Foreign nationals of the countries placed in this group may enter Costa Rica without consular visas and will have to right to stay for maximum term of 90 calendar days. Second Group: Foreign nationals from countries placed in this group may enter Costa Rica without consular visas and will have the right to stay for maximum term of 30 calendar days. Third group: Foreign nationals placed in this group must request a consular entry visa from the Costa Rica Consular Office abroad and will have the right to stay for maximum term of 30 calendar days, unless they hold residence or a visa from certain regions determined by the Immigrations Authorities. They do not need a consular entry visa if they comply with those specifics rules. Fourth group: Foreign nationals placed in this group must request a restricted consular visa and a previous consultation from the Director General of the Immigrations and Foreign Nationals Office.
Labour law
Costa Rican labor regulations are mainly laid out in the Labor Code that has been in force since 1943. However, in past years important amendments have been implemented on certain subject matters so as to comply with the demands of the new global market, as well as recent tendencies in labor laws. In addition to the Labor Code, there are numerous legal norms and jurisprudence that set regulations for things like the “the thirteenth month” bonus, social security, ad sexual harassment provisions, among others. Additionally, companies may implement their own sets of rules by performing certain relevant issues. This also includes agree- ments with their labor force and unions.
Social system
Costa Rica has a mandatory social security system provi- ding health insurance for medical attention and disability, old age, and death pensions. Contributions to the Social Security System for dependent employment relations are as follows: An employer must contribute 26.50% above the employee’s gross salary and withhold 10.50% from the employee’s salary. Both contributions are reported and paid on a monthly basis to the Social Security system.
SETTING UP BUSINESS IN
COSTA RICA
Additionally, the Social Security System offers plans for volun- tary and mandatory contributions for independent contractors applicable to 1) individuals not earing income but who receive a rent linked to Costa Rica (for example, housewives and stu- dents); and 2) independent professionals or other individuals generating their own income with no associated employer.
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Taxation There are number of tax systems applicable in Costa Rica which, in general terms, are managed by the General Tax Administration and The General Cus- toms Administration, both under the authority of the Ministry of Revenue. The first Administrative Body is in
charge of: income tax and related, general sales tax, selective consumptions tax, and other minor taxes. The seconds collects customs taxes and other taxes from import operations.
Tax
Feature
Income Tax on Business Entities
The income tax is applicable to commercial entities establis- hed in the cou- Income taxes are applicable to net income and highest rate is 30% ntry, as well as to branches of foreign entities. This tax applies to earnings received as a result of the deve- lopment of profitable activities of any type, excepting those activities assigned with a specific tax treatment by means of other enlisted exemptions established by Law.
Taxes on Remittances
The foreign remittances tax is levied all incomer or benefits of Costa Rican source that are sent abroad. The tax is generated when an income or benefit of Costa Rican source is settled, credited, or in any other way made available to persons domiciled abroad.
The general sales tax
The general sales tax is levied on the value added in the sale of goods and Taxpayers of this tax are all natural persons and legal entities, whether of the provision of some services specifically listed in Act 6826 of November fact or duly formed, state-owned and private ones, which sell goods or provide services on a regular basis. In addi- tion, all persons of any nature 8, 1982 and its amendments. that import goods or pay custom duties for imported goods (Section 13 of the General Sales Tax Act, Ley del Impuesto General sobre las Ventas) and all expor¡ters, whether or not they are taxpayers for this tax, are required to file a reporting form. This withholding is made on dividends of any kind, ownership interests, and other kinds of profits equivalent to dividends paid or credited to the company’s shareholders or members . This withholding does not apply where dividends are distributed as re- gistered shares or as ownership interests of the same company or where the shareholder is another corporation based in Costa Rica and subject to this tax. In this case, the taxpayers are the shareholders or members of these entities , except where these entities are entities whose contributions to capital are monetary, are based in Costa Rica and are subject to this tax, and the withholding agents are entities whose contributions to capital are monetary and pay that kind of profit.
Taxes on Dividends
Remarks
The tax must be withheld at the time is settled, credited, or made available to the non-domiciled person. It must be settled within the first 15 calendar days of the immediately following month. Jurisprudence understands that this payment refers to the physical remittance of the funds. The lowest rate is 8.5% and highest rate is 50%
Regulation provide that taxes to be withheld and paid are 5% and 15% of the total to be distributed, depending on the taxpayer.
SETTING UP BUSINESS IN
COSTA RICA
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Transfer pricing information
Tax on Legal Entities
Under Resolution DGT-R-044-2016, certain types of Costa Rican taxpayers (e.g., large taxpayers and large territorial taxpayers as defined in Resolutions DGT-003-2008 and DGT-09-2008, and companies operating under a free trade zone regime) must file a transfer pricing information return, which requires disclosure of information regarding transactions with related parties, such as the name of the related party, the type and amount of the transaction, the transfer pricing method used in the analysis and the price or margin earned by the local taxpayer.
Resolution DGT-R-28-2017 temporarily suspends the obligation to file the information return. Transfer pricing information returns for fiscal years 2015 and 2016 would have been due on 30 June 2017. This due date is now suspended until further notice. However, taxpayers should maintain the information that would be included on those information returns for when the Tax Administration requests the information.
Are subject to this tax:
The due date to pay for this tax with no penalty is January 31 of each year.
• • • • • • •
Obligatory Use of the System of Electronic Invoice
Trading companies Branch of a foreign company or its representative Limited liability individual enterprises Corporations Limited liability companies Limited partnership General partnerships
According to the provisions of statute No. 9416, “Act to Improve the Fight Against Tax Fraud”, it is mandatory the application and use of an electronic system to issue electronic invoices, electronic tickets, electronic credit notes, and electronic debit notes as evidence for supporting earning, costs and expenses in conformity with the technical specification and rules defined by Resolution DGT-R-48-2016.
SETTING UP BUSINESS IN
COSTA RICA
Resolution DGT-R-28-2017 only applies to the transfer pricing information return, and has no effect on the obligation to document transactions between related parties on an annual basis, which is effective as of 13 September 2013, per Executive Decree N° 37898-H published in Official Gazette No. 176 and applicable to all taxpayers in Costa Rica. The General Directorate of Taxation calculates automatically the tax payable. Payment can be made through Internet (bank connectivity) or directly in banks by specifying only the identification number. Are exempted from this tax: •
Micro and small enterprises registered at Ministry of Economy, Industry and Commerce (MEIC, by its acronym in Spanish)*.
•
Small and medium farmers registered at the Ministry of Agriculture and Livestock (MAG, by its acronym in Spanish)*.
Are obliged to use the system of electronic receipts individuals, legal entities or collective entities with no instrumental legal entity to which a taxation rule obliges them the fulfillment of a specific service provision or obligation which may be pecuniary or non-pecuniary because of their status as tax reporting agents, taxpayers, responsible individual/entity, tax withholding or collecting agent, successors of a tax liability or who are obliged to provide the General Directorate of Tribulation with information or collaborate whit it.
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Statute for the Strengthening of Public Finance
It was published in the Official Gazette, La Gaceta, of December 20, 2018, by means of resolution DGT-DGH-R-064-2018 of Dirección General de Tributación [General Directorate of Taxation]. The statute comprises two measures for spending restraint and a series of proposal to make changes in two key taxes: i) Income Tax.
The reforms of Income Tax and Value Added Tax will be effective on July 1, 2019. The regular fiscal year would be from January to December. The statue stipulates different rates for the Income Tax for micro enterprises and small enterprises ranging from 5% to 20%.
For employees, the statute establishes two additional rates of 20% and The current statue creates a new tax which levies capital income and capital 25% for salaries higher than 2,100,000 Costa Rican colons and 4,200,000 gains. Costa Rican colons. The Reform also includes two new aspects: limits on payments to fiscal he- The tax rate remains the same, 13% for all operations subject to VAT. avens and the inclusion of OCDE model regarding trading establishments. However, a reduced tax of 4% will apply for: ii) Sales General Tax
• Private healthcare services The current Sales General Tax (IGV, in Spanish) is replaced with the Valued • Airplane tickets with origin in Costa Rica. Added Tax (VAT), which levies all sales of goods and all service deliveries. Reduced rate of 2% will apply for: The VAT levies each of the stages of production of goods or the provision • Medicines of services, so that the manufacturer or service provider can deduct the tax • Personal Insurance paid on each stage on which value is added to the goods or services that they sell. • Purchase and sale of goods and services by state institutions, CONARE [National Council of Deans, by its acronym in Spanish], SINAES [National System for Accreditation of Higher Education, by its acronym in Spanish] provided that they are necessary for the realization of their goods. Asset Declaration for Inactive Legal Entities (Income Tax Return)
According to resolution number 075-2019 issued by the General Tax Administration, the inactive legal entities that do not develop any economic activity must register or update their information through the D-140 form (Declaration of Information Update), in addition to declare their assets, passive and capital stock through the D-101 form (Asset Declaration for Inactive Legal Entities), to be applied as of the fiscal period 2020 and 2021
SETTING UP BUSINESS IN
COSTA RICA
All companies registered in Costa Rica that do not carry out activities, must file an assets declaration as of March 15th The return must include the balance sheet information (assets, liabilities and equity) of the entity. Therefore, it is essential to have the information related to the acquisition values of the assets and rights held by the entity, as well as the indication of whether the funds used correspond to the contribution of the partners (equity) or debt (liabilities).
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Transparency and Final The Law No. 9416 to Improve the Fight against Tax Fraud, was published in Beneficiaries RegisDecember 2016, which incorporates in chapter II the issue of transparency tration and final beneficial ownership of legal entities and other legal structures. This law establishes the obligation for legal entities (companies, third- party resource managers in favor of their clients, trusts and non-profit organizations) to provide through their legal representatives how their social capital is distributed and identify the final beneficiaries
The information must be provided to identify the shareholders of a company and the individuals who exercise control over such company. This information must be supplied annually and within fifteen business days as of the date of the modification of the shareholding composition.
It is a prerequisite that the legal representative or special attorney, whose power must be granted in a public deed, has a valid digital signature to be able to provide this information in the digital platform of the Registry The information that must be provided corresponds to the identification of of Transparency and Final Beneficiaries that will be available on the web the applicable legal entity, summary of the ownership of legal entities, indi- page of the Central Bank. vidualized detail by participant in the composition of the stock capital and information on the person who files the information. The declared informa- Non-compliant entities will be considered as such as of May 31, have not tion will be considered a sworn statement. It is the duty of the obligated made the respective declaration. Once the list of entities in default has been defined, it will be made available to the respective authorities, thus party to safeguard this information. limiting the ability to submit documents to be registered with the National Registry of Property, as well as subjecting the non-compliant parties to fines equal to a base salary.
Fiscal Incentives Tax
Feature
Remarks
The Free Zone Regime
Is a liberatory regime of import taxes; it also grants beneficiaries exemption from income tax. Depending on the category you enter, the company can obtain the benefits of exemption from this tax for periods ranging from 8 to 12 years, or pay a percentage of 6%. Entering the scheme requires the minimum investment that is determined according to the geographical location in which the activities will be carried out and whether they would be carried out in an industrial park or not.
The companies that can apply for the free zone regime are classified as follows: • •
• The incentives granted by the Costa Rican government to companies that benefit from the Free Trade Zone regime are defined by the World Trade Or- • ganization (WTO) as prohibited subsidies, since such incentives are subject to export results, as a condition for enjoying tax benefits, especially regar- • ding income tax
SETTING UP BUSINESS IN
COSTA RICA
Industrial companies that process and assemble export or reexport products to third markets outside Central America. Marketing companies - who repackage or redistribute nontraditional export or non-export products. Companies that provide services, for which they must be in a strategic investment sector and meet the strategic eligibility index. Service companies that operate and provide shipyard, reconstruction, repair and maintenance services to cargo ships carrying exports. Public limited companies and people who carry out scientific research to improve technological and agro-industrial activities..
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International conventions
The network of agreements to avoid double taxation in Costa Rica consists Agreements in force: of four tax conventions, of which three are in force and one is in the process of legislative ratification • Germany Law 9345 since October 2016 • Spain Law 8888 since January 2011 • México Law 9644 since April 2019 • Arab Emirates Law 9963 since June 2021
Foreign Investment The Costa Rican Foreign commerce policy seeks the promotion, the facilitation, and the consolidation of international insertion, with an aim towards enhancing the growth of the economy and, as a consequence, to improve the living conditions of Costa Ricans.
free trade agreements in effects with Canada, the Caribbean countries, Chile, Mexico, China, The United States, Central America, The Dominican Republic, Peru, Singapore and Panama.
Likewise, Costa Rica maintains a policy to actively negotiate and implement preferential agreements. In additions to its participation in the CACM, Costa Rica has a series of
Tax
Feature
Remarks
World Trade Organization
Costa Rica signed the GATT in 1990 and it is a founding member of the WTO. Cost Rica grants the Most Favored Nation (MFN) status to it all partners. The Marrakech Agreement of the WTO was ratified by the Legislative Assembly on De- cember 26, 1994.
Costa Rica has used the transition periods available to deve- loping countries; currently, it is using the term extension until 2015 for the granting of subventions to exports as provided for in the Free Trade Zone programs and the Active Improvement System.
Free Trade Agreements Currently in Effect
Since 1963, Costa Rica has formed part of the General Treaty for Central American Economic Integration which established the Central American Common Market (MCCA for initials in Spanish). The MCCA is made up by Nicaragua, Honduras, El Salvador, Guatemala, Costa Rica and Panamá, which joined in 2013.
Central America today has a common external tariff and mo- dern commercial norms. It has successfully achieved a free trade zone with the liberalization of trade of agricultural and industrial goods; exceptions are roasted and raw coffee, cane sugar, ethyl alcohol and alcoholic drinks, and petroleum products (although proposals exist to create a bilateral system incorporating these products in the free trade category).
Foreign Investment System
Costa Rica has a generally open foreign investment system, although there are some relevant exceptions. The State holds exclusive rights in regard to the importation, refining, and distribution of petroleum oil and its derivatives; insurance services; railroads, maritime ports, and air ports; some pos- tal services; and single concessions in some power and te- lecommunications services. Some of these activities may be subject to concessions pursuant to applicable laws. The Tele- communications General Law number 8653 were published in June and July of 2008, respectively.
There is no special law in Costa Rica in terms of foreign inves- tment, although several laws and regulations seek to promo- te these activities, including Tax Exemption Regimes and faster Immigration Procedures. The set of international treaties explai- ned before are also intended to promote foreign investment and activity in our country. The most favored nation treatment is guaranteed to foreign investors in sections set forth in bilateral investment treaties, free trade agreements, or under the General Trade Services Accord. Foreign investors are entitled to the same incentives and benefits granted to Costa Rican companies.
SETTING UP BUSINESS IN
COSTA RICA
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Tourism Incentives
Costa Rica grants incentives to tourism activities in a number of ways. Such incentives were created upon the Incentives Law for the Development of Tourism number 6990 (ILDT). Incentives set forth in the ILDT may be fully or partially granted, depending on the applicant company and the Tourism Agreement signed between the Company and the Costa Rican Institute of Tourism (ICT in Spanish). Pursuant to Article 29 of the ILDT, benefits may also be subject to certain requirements and conditions. The Agreement clarifies which incentives may or may not be granted to the requesting companies according to their characteristics, the company must show evidence that it has previously qualified as a tourism company with the ICT.
Law 9996
This new law aims to encourage the attraction of investors, rentiers and pensioners to contribute to the reactivation of the Costa Rican economy in a postCovid-19 pandemic period.
for the Attraction of Investors, Pensioners and Retirees
The great innovations introduced by this new regulation are: The minimum amount that a foreign investor must invest to obtain a 10-year residence in Costa Rica is decreased. Currently, this amount is $200,000 (¢122 million) and becomes $150,000 (¢92 million). Tax incentives are provided for investors, pensioners and rentiers: •
Duty free and all taxes for a single time for the import of the household goods.
•
Up to 2 land, air and/or sea transport vehicles may be imported, for personal or family use, free of all import, tariff and value-added taxes.
•
Income to qualify for the benefits of this law will be exempt from income tax.
•
Exemption of 20% of the total transfer tax, in those real estate that are acquired.
•
Exemption from import taxes for instruments or materials for professional or scientific practice.
They will not be automatically considered as tax residents Investors, rentiers or pensioners may opt for these benefits during the first 5 years of validity of the law. Benefits will be maintained for a period of 10 years from the date they were granted.
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This guide has been prepared by DESPACHO O.VINDAS & ASOCIADOS, an independent member of Antea
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SETTING UP BUSINESS IN
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This publication is intended as general guide only. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied on as a substitute for such an advice. While all reasonable attempts have been made to ensure that the information contained herein is accurate, not Antea Alliance of Independent Firms neither its members accepts no responsibility for any errors or omission it may contain whether caused by negligence or otherwise, or forany losses, however caused, sustained by any person that relies upon it. © 2022 ANTEA