Costa Rica

(January 2007)
FOR THE MOMENT, OFFSHORESIMPLE
DOES NOT
INCORPORATE IN COSTA RICA
We are pleased to provide you with low cost
effective Costa Rican corporation:
First Year fees: $1399
Time frame: a normal company incorporation takes about 11 weeks, we have
ready-made companies available to avoid this inconvenience.
Our fee for incorporation,
registered agent, registered office, government taxes, ALL Original
Documents & Notarized, Certified English Translations:
|
Procedure |
US$ Cost |
Days |
|
Check the company name |
$35,00 |
1 |
|
A Notary Public drafts and notarizes a
public deeds |
$679,00 |
1 |
|
Send the notice of the constitution for
publication |
$0,00 |
1 |
|
Deposit 25% of paid-in capital |
$0,00 |
1 |
|
Register with Commercial Register |
$350,00 |
25 |
|
Register for tax |
$0,00 |
3 |
|
Legalize the company books |
$35,00 |
18 |
|
Apply for the business license |
$300,00 |
18 |
|
Register as employer with social
security institution |
$0,00 |
7 |
|
CCSS conducts an inspection |
$0,00 |
1 |
|
Register for labor risk insurance |
$0,00 |
1 |
|
Total |
$1.399,00 |
77 |
Options:
Provision of Four Directors/Administrators/Shareholders $300
/year
Bank account setup $500
Notarized Power of Attorney: $250
Legalization of incorporation documents at your country consulate
in Costa Rica is possible, the cost varies from state to state
Mailing Address, Mail and Fax Receiving/Forwarding services:
USD400.00 per annum, plus a USD 50 deposit to cover outgoing charges.
Annual fees from 2nd Year and Thereafter
Registered Agent Fee $350.00
Government Taxes and Filing Annual Tax Report $150.00
Total: $500 + fees for Nominee
Directors/Administrators/Shareholders $300.00 (optional)
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Corporation Name
The name of the corporation can be in any language but
must include the suffix of "Sociedad Anonima", or
“anonymous society”, so corporation names are appended
with “S.A.”.
Ready Made Corporations
Usually takes 2 weeks to a month to create a
Corporation, but we have already made ones to avoid this
inconvenient.
Authorized Capital
There is a minimum of 2,000°° “colones” authorized
capital. The shares of the corporation are common and
represent by equal parts the authorized capital.
However, usually we make companies with 10,000°° "colones"
capital, about US$20°°, divided in one hundred shares.
To start a company at least two stock holders are
needed, after that the stocks can be endorsed in blank
to a single owner.
Directors
Must be at least four officers: President, Fiscal,
Secretary and Treasurer. There are no restrictions in
respect of the domicile, nationality or residence of
directors. We can provide the nominee directors and
officers.
Resident Agent
Costa Rican legislation requires that each corporation
has a lawyer as a Resident Agent in Costa Rica and
registered office.
Information which is Recorded in the Public Registry
Articles of Incorporation or Charter, names and
addresses of the founding partners, names of the
Directors and Resident Agent. To keep confidentially the
person who physically has the endorsed stocks doesn’t
need to be registered.
Authorized Books
The company must have a Minutes of General Assembly
Book, a Minutes of Board of Directors Book, a
Shareholders Registry Book, and the three accounting
books. These documents must be authorized by a competent
Taxing Authority, and can be stored in any part of the
world, but we prefer to keep the books in our custody
for any change needed.
Filing of Financial Statements
Corporations that do not have economical operations in
Costa Rica, are not required to file a Financial
Statement before any National Authority. However pays
annual government fee and needs to fill annual form tax
report.
Meetings
Corporations that do not have operations in the
Costa Rica are not requiring to hold any annual meeting.
Taxing Treatment
Costa Rican tax law is territorial. Since no commercial
income is generated in Costa Rica, no tax is paid. This
provides a very attractive setting for international
business owners who are seeking a completely tax free
haven and confidential arena.
Banking and Bank Services in Costa Rica
The Costa Rican banks will not open an account for you without at least one
recommendation letter.
There are government banks and also many private banks many of which are
affiliated with international banks. In the last few years there have been a
trend towards privatization, so now private banks can offer many of the same
services the state banks do.
Regarding the latter, you should make sure that the bank you choose works with a
U.S. correspondent bank to avoid untimely delays in cashing checks. There are
dollar accounts, certificates of deposit, and an ATM cards.
All banks have different requirements for opening accounts or obtaining credit
cards, possibly entailing banking or personal references, identification and
most certainly minimum deposits. Requirements will vary slightly from bank to
bank.
Permanent and non-residents may open a savings account in state and private
banks. All that is needed is a minimum deposit, in some cases a letter of
reference and a passport or cédula. To open a local checking account you have to
be a resident and may be asked to provide a Costa Rican ID card or passport as a
means of identification.
You may be asked to show your water, telephone and electric bills in your name
to prove you live here. If you can’t provide these documents you’ll need two
references from banks in the U.S. or from two account holders in the same bank
where you wish to open your account. If opening a checking account in local
currency you’ll need an initial deposit. A local dollar checking account may
require an initial deposit too.
If you have a Costa Rican Corporation you may also opening a local corporate
checking account, or Cuenta Corriente Empresarial. You’ll have to provide the
following: Passport or cédula (Costa Rican ID), the name of the corporation or
Personería Jurídica, proof that it is active, a letter from person who has
general power of attorney of your corporation authorizing those people who can
sign on the account along with their ID numbers and an initial deposit.
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More details about Costa Rica:
Costa Rica - "the Switzerland of the Americas" - has always created favorable tax
conditions for offshore operations, but the country's popularity as such, has only caught
on over the last few years.
Banks are required by law to maintain absolute secrecy
regarding the operations of their clients. Information about normal banking operations is
not passed on to any government agency - including the Tax Department. Information given
to local attorneys/notaries is protected by professional secrecy.
Under Costa Rican law there is still no particular
requirement to get any licence to operate an online casino or gambling website.
An interesting angle of
financial secrecy is the use of Costa Rican "offshore" corporations. Like bank accounts,
these corporations can be started by anyone - citizen, resident, or tourist - and are
supposed to be totally secret. Since there's no way of knowing just whose names are on the
corporation books, it's almost impossible to discover who actually controls any of these
corporations. In fact, the legal name is "sociedad anonima" or "anonymous society". That's
why corporation names are appended with "S.A." instead of "Inc." or "Ltd."
Costa Rica's
corporate structure allows any person (Costa Rican or not) to control a company without
his or her name appearing in the public records. Our Costa Rican law office can set up
your corporation without the real owner's name ever appearing in the record.
Although there is a legal president, vice-president, secretary and treasurer (our
nominees), the actual ownership of the corporation is invested in whoever physically has
the stock certificates in his/her pocket or safe-deposit box.
A Costa Rican S.A. is free
to engage in many types of business activities, both in Costa Rica and in other countries
and it pays nothing on what it earns outside of Costa Rica! Local laws require that a
yearly tax report must be filed (we do the job); should there be no income to report,
there are no tax consequences. Last but not least, Costa Rican corporations are now one of
the best offshore vehicles because many of high-tax rated countries like the U.S.A. do not
consider them as offshore companies!!!
Please note that the Standard Authorized Share Capital is only CR Colones 10,000
(something like US$30). Bearer Shares are not permitted here but actual ownership of a
Costa Rican corporation is invested in whoever physically has the stock certificates in
his/her pocket (Shares can be endorsed) or safe-deposit box (We do provide such service
locally).
Time frame to incorporate: about 2 weeks
Corporate Nominee
Directors are simply corporations who undertake by way of a signed legal
agreement with the owner of a company to act as a director of that company on
their behalf.
The over-riding advantage of this is that the nominee's name will show up in all
(if any) government or public records relating to the company, thus giving the
company owner or manager a further degree of protection and privacy should
records be searched. Frequently the nominee director is itself another offshore
company, thus giving yet further protection from invasion into the true owner's
privacy.
Here at OffshoreSimple
we (or one or other associated companies) act as a nominee for a good many
client companies and, in addition to protecting the privacy of the company
managers, carry out the statutory duties on their behalf. Where we (or our
associate companies) act as a nominee, a Form of Indemnity has
to be signed by the Beneficial Owner(s) of the company, both protecting us from
any financial or other liabilities of that company and giving back power of day
to day management to the beneficial owner. A separate Power of Attorney
will also be provided on a regular basis.
ORDER Here
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