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Forming Your Corporation
While The United States, Canada, The United Kingdom and other Commonwealth Nations have legal systems based on the English Common Law, Costa Rica inherits its Civil Code from Spain, hence the Napoleonic Code. This form of government takes a completely different view of issues such as property and individual business than natives of Common Law nations are used to. As a result, experienced Costa Rican legal counsel in all affairs, including those regarding taxation, property, and business is imperative. Furthermore, all paper-work for the establishing of your company must be filed in Spanish.
Once you have decided to form your own Stock Company, S.A., you will need to decide whether or not you want to self-manage your company, or appoint a Nominee Director, usually a resident, who will keep the company’s books and registers. The company will still be yours, however, you will need a Management Agreement between yourself and the director agreeing to the terms of how the business will be conducted.
Now you need to decide upon a name for your company. The name may be in English or in Spanish, but you cannot use a name already registered as an existing business entity. Once you have selected your name, we perform for you the following:
- Confirm the availability of your chosen name and register it with the Registro Publico
- Receive from the Registro Publico your “Cedula de persona juridical” - analogous to a corporate identification number, this will allow your company to begin to transact business
- Issue your notarized “Personaria” which recognizes the existence of your company and lists who has signature authority on business matters
- The President may grant himself “poder generlisimo sin suma,” which in effect grants complete power to the President to transact all financial and other business in his name—the President may at any later date grant various levels of privilege to appointees, as well as revoke, or redistribute said powers
- Enter the paperwork for the “Solicitud de Patente,” which grants the “uso del suelo,” which will allow for the establishment of an office
- Customize your Articles of Incorporation according to your desires and needs
- Finally, we complete the necessary tax registration forms, which you will need to sign and then we will file them for you
Please see Types of Corporations to decide which form suits your needs.
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