Choosing the right legal structure is one of the first and most consequential decisions when establishing Costa Rica operations. Each option has different implications for liability, tax treatment, administrative complexity, and FTZ eligibility.
Sociedad Anónima (SA)
The SA is Costa Rica’s equivalent of a corporation — the most common structure for foreign investment. Features: limited liability for shareholders; freely transferable shares; Board of Directors required; can be 100% foreign-owned. Formation typically takes 2–4 weeks through the National Registry.
Sociedad de Responsabilidad Limitada (SRL)
The SRL is roughly equivalent to an LLC. Features: limited liability; no Board required (simpler governance); interest transfers require unanimous consent of members; often used for smaller operations or holding structures. Lower annual administration costs than SA.
Branch Office (Sucursal)
A foreign company can register a branch office in Costa Rica without forming a separate entity. However: the parent company assumes direct liability for all branch activities; there is no liability separation. Useful for testing the market; not recommended for ongoing operations.
100% Foreign Ownership
All three structures allow 100% foreign ownership — there is no requirement for a Costa Rican partner or local equity participation. Costa Rica’s Foreign Investment Law guarantees equal treatment of foreign and domestic investors.