PostHeaderIcon How To Set Up Offshore Company

Unlike most tax havens, many in which English is spoken, Costa Rica’s legal system is not based on Common Law, but on the Civil Code which was obtained from Spain. In Costa Rica, there is no law which establishes an offshore company as an entity separate from a local onshore company. Instead an ordinary Costa Rica company can be formed and setup for either doing local or offshore business.

Costa Rica permits the creation of different legal entities, ranging from partnerships, stock corporations, limited liability companies to sole proprietorships and corporations, which mean that anyone who incorporates in Costa Rica is not restricted to using any one type of or specific structure for conducting business offshore. This allows for a corporate form to be incorporated under the laws of Costa Rica according to the needs, convenience and interests of the individuals who are setting up an offshore company.

Under normal circumstances, to incorporate a company in Costa Rica, about six major requirements are to be met. These include first incorporating and registering the offshore company with the Public Registry, then registering with the General Income Tax Office and the Social Security and the National Insurance Institute. Applications for a permit to operate as a Costa Rica company must be lodged with the Ministry of Health and the relevant municipal authority, while an evaluation for environmental impact must be carried out before operations can effectively commence. Before a Costa Rica company is issued a registration number, the company’s statutes must be notarized by an attorney and comply with the relevant laws. At least two people must be listed as the company’s members at the time of registering. Costa Rica Shell Corporations can be readily obtained in the event that someone may quickly want to establish a new company and immediately commence operations. Shelf companies are already incorporated but have never been used and therefore have no past history.

However, someone who is looking to setup a Costa Rica offshore company as if incorporating in a classical tax haven can resort to using the offshore incorporation services of an authorized agent. In this way, to incorporate a Costa Rica company, it is not a requirement to be present in or to travel to Costa Rica.

Despite the availability of a variety of corporate forms, the most commonly used as a Costa Rica offshore company is the Sociedad Anónima (also known as the Stock Corporation) because of less reporting requirements and greater ability to protect the identity of its members and owners. The sociedad anónima is also very similar to an IBC (international business company) with which an offshore company’s members are able to hold general meetings in any foreign jurisdiction and use only one shareholder after the company has been incorporated.

In the event that the owner(s) or members of the offshore company do not intend to manage themselves, a nominee director can be appointed. Nominee directors are usually residents of Costa Rica and are given the responsibility of maintaining the company’s books and registers. As a safeguard and further assurance of beneficial ownership and to maintain a mutual understanding of how the affairs of the offshore company should be administered by the nominee, a Management Agreement is signed. Costa Rica offshore companies are required to have Board or Directors on which no less than three people shall sit. A President, Treasurer and Secretary must be appointed and are not required to hold shares or be residents or citizens of Costa Rica.

Upon finalizing this initial step which mainly involves deciding on who should be the company’s directors and shareholders, the person incorporating the Costa Rica offshore company can present the company name which will be confirmed and registered with the public registry. A registration or identification number (Cedula de persona juridical) will be issued as confirmation that the company legally exists and has been duly registered and incorporated in Costa Rica. This is formalized by issuing a Personaria which is notarized and states the names of the persons who are authorized to sign on behalf of the company. The President, however, may issue a general power of attorney (poder generalismo sin suma) to himself so that he obtains full power to conduct all business in his name. Three other formalities which must be concluded include the preparation and lodging of the solicitud de patente under which uso de suelo for the setup of an office in Costa Rica is granted; preparing of the Memorandum and Articles in accordance with the law but written to meet the requirements of the members; preparing then lodging the tax registration forms with the tax authority, which is facilitated by the agen.