Simply viewed, a business form is a fictitious being independent of its shareholders, legally empowered to conduct business in its own name. This note will provide a general overview of the different forms of business organizations in Costa Rica. Additionally, it will aim to describe the incorporation procedure and explain the issues that must be comprised in their articles of incorporation.
Forms of business organization
Costa Rican law recognizes the following forms of business organization:
- Corporations (Sociedad Anónima)
- Limited Liability Companies (Sociedad de Responsabilidad Limitada)
- Limited Partnerships (Sociedad en Comandita Simple)
- General Partnerships (Sociedad en Nombre Colectivo)
In Costa Rica, corporations are the most common entity given their structural flexibility. Since local laves define a corporation as a bilateral agreement, they must be formed by at least two parties. However, im¬mediately after its incorporation, a single party may legally own 100% of the shares of stock, without altering the legal status of the original corporation. Founding parties (and any shareholders thereafter) may be individuals and/or any type of registered legal entity, regardless of citizenship and domicile.