Costa Rica has a legal system that allows the constitution of private corporation by means of recording the corporations in the Public Registry of Costa Rica and granting them with their own corporate ID number.
There are several types of corporations but the two most common ones are the Limited Corporation (in spanish Sociedad de Responsabilidad Limitada) and the Stock Company (Sociedad Anónima).
In the Stock Company the stock capital is represented by shares or stock and in the Limited Company is represented by quotas. In order to transfer quotas to third parties, the selling quota holder must inform first the other quota holders to see if they want to buy the quotas. This limitation is not in the Stock Company, unless it get recorded that way in the articles of incorporation.
Another difference is that the Limited corporation is represented by ManagerS, and the quotas holders can decide the amounts of manager they will want to be appointed in the corporation. These managers can be the same shareholders or third parties. In the Stock Company, there is a board of director of a President, Secretary, Treasurer, and there is also a Controller.
In both companies, in case the legal representative have their domicile outside Costa Rica, it is mandatory to appoint a Resident Agent for the corporation, that has to be an attorney with an office open in Costa Rica, in order to receive notification.
In order to open a corporation, the shareholders must signed a public deed in front a Costarican Public Notary, with the following information.
1. Indicate who are going to be the shareholders of the corporation, and their full information (full name, nationality, domicile, profession, marital status and passport number). Every company needs at least two shares to be created, but after it gets recorded, all the shares can belong to just one person.
2. Indicate the name for the corporation. The corporation can be recorded with a name for example Investment in Costa Rica, Limitada or Investment in Tamarindo S.A., however it will have to be reviewed in the Public Registry if the name is available or if it already take by somebody else. The other option is to record the corporation with the same ID number as the name of the corporation.
3. Indicate a domicile for the corporation that has to be inside Costa Rica.
4. Indicate the managers or board of the director for the corporation.
5. Indicate the representation clause to know the exact power of attorney that the manager or the board of director will have, in order to act on behalf of the corporation.
Once the public deed is completed and signed, the Public Notary will appply for the registration, which usually takes from 1 to 3 days to be ready. Once the corporation is recorded with it own ID number, it comes to life, so to speak.
Corporation can be use for several purposes, such as running a bussiness in Costa Rica, owning a property or a car. It is actually very common to record the transfer of properties under the name of corporation since it provides an extra protection to the new owner.