1. What is the difference between a Sociedad Anónima S.A. and a Sociedad de Responsabilidad Limitada S.R.L.?
The Sociedad de Responsabilidad Limitada
(L.T.D.A. or L.L.C.) was created as an alternative to the Sociedad
It is simpler to operate than a S.A. since it does not require many
formal acts to function. This makes it suitable for small business
enterprises. The main characteristics of the limited liability company
are, that the liability of the shareholders is limited to the amount
of their capital contribution, the capital is divided into individual
registered quotes which cannot be sold to the public unless previously
offered to other partners (first right of refusal), the company is
made up of a minimum of two quote holders with no limit as to the
maximum number of shareholders allowed.
2. Is it able for a Foreigner in Costa Rica to execute commercial activities?
According to the article 8 of the Commercial Code, foreigners can
only execute commercial activities if they have had a permanent residency
in Costa Rica for more than 10 years.
3. Is it able for a Foreigner to be a member of the Board of Directors of a Costa Rican Corporation?
Yes, there is not restriction for any foreigner to be a member in the board of directors of a Corporation in Costa Rica.
4. Do I have to travel to Costa Rica to own or be a member in a Costa Rican Corporation?
No, according to the current regulation we can provide the legal assistance to make the changes in the Shares and in the members in the board of directors with no necessity of coming to Costa Rica.
5. How long does it take to receive the incorporation documents?
This depends on the services hired. The process usually takes from 15 to 40 days depending on the services hired by the client.
6. Do I need to be a Costa Rican Resident in order to be a member of a Corporation?
No. There are no restrictions for foreigners to be members of a Costa Rican corporation.
7. Can I have bearer shares with my Costa Rica Corporation?
No. It is not allow in Costa Rica to have bearer shares with the corporations. According to Costa Rican Law, Corporations must have nominative shares. But the process of endorsing shares is simple and the shareholders will remain private appearing only in the shareholders` book of the corporation. This is a private book that remains in possession of the shareholders at anytime.
8. Do I have to pay taxes for the incomings of the corporation generated in other countries?
Costa Rica abides by a limited territoriality concept in taxation. This means that Costa Rica only taxes income that is derived from a Costa Rican source or brought to Costa Rican Bank Accounts. The Costa Rican tax law provides that all individuals or legal entities that carry business or trade activity for profit within Costa Rica is subject to a tax on their income.
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