Costa Rica S.R.L. Company Registration and Fees-Company Formation_Trademark Registration_Tax Service - Hong Kong CPA

Costa Rica S.R.L. Company Registration and Fees

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Costa Rica S.R.L. Company Registration and Fees

Unless otherwise stated, the costa Rica company referred to in this quotation means a limited liability company, known as “Sociedad de Responsabilidad Limitada, S.R.L.” in Costa Rica, established and registered in Costa Rica under the Commercial Code (Código de Comercio).

Our fees for assisting with the registration of a Limited Liability Company (LLC), known as “Sociedad de Responsabilidad Limitada, S.R.L.” in Costa Rica are EUR 4,800. This fee includes the company registration services, Tax Identification Number registration services and officially payment fee for the registration with the Costa Rica National Registry. For details, please refer to Section 1 of this quotation.

In Costa Rica, the Limited Liability Company requires at least two members and is managed by a general manager. No need for a Board of Directors or Comptroller. It is simplicity and liability protection for its owners while allowing for operational flexibility.

Generally speaking, the registration process for a Costa Rica company takes about 4 to 5 weeks (excluding the proceeding time for the notarization and bank accounting opening). The relevant regulatory authorities will review the application based on the company's business scope and investor identity, and the registration time of the company may be extended accordingly.

This quotation only applies to businesses that do not require additional licenses or permits. If the business to be carried out by the Costa Rica company requires additional licenses or permits, Kaizen can confirm whether we can assist in applying for such licenses or permits based on the actual situation, and the fees will be quoted separately according to specific requirements.

The fees listed in this quotation are for reference only and are subject to change without prior notice.

Registration Fee for a S.R.L. in Costa Rica

Our fee for handling the registration of a Limited Liability Company with standard Articles of Association in Costa Rica is EUR 4,800. In particular, our fee covers the following services:

(a)	Answering client inquiries regarding company registration in Costa Rica;
(b)	Reviewing the company structure;
(c)	Conducting company name search and reserve a unique business name with the Registro Nacional;
(d)	Drafting the standard company deed (Escritura pública) and relevant documents for registration purposes;
(e)	Registering with the Spanish Commercial Registry;
(f)	Applying for a Tax Identification Number; and
(g)	Declaration of transparency at the Central Bank of Costa Rica.

Notes:

(1)	The fee quoted above is applicable for the Company with two members and one general manager. If the Company to be incorporated are having three or more shareholders or directors, an additional service fee will be charged.
(2)	The fee quoted above does not cover courier fees, notarization services and translation services incurred in the process of applying for company registration. (If any).

Other Related Services and Fees

No.	Description of Service	Fee (EUR)
1	Registered Office Address (Note 1) (It depends on the specific location and the services required.)	From 1,000
2	Bank Account Opening Services (Note 2)	2,000
3	VAT Registration (Note 3)	1,000
4	Translation Services	TBC
5	Notarization services	TBC

Notes:

(1)	Kaizen can assist in finding a suitable address to be used as the commercial registered office address in Costa Rica for the company. This address can also be used on business cards, letterheads, or any other official documents. Depending on the specific location and required services, the fee generally is starting from EUR1,000.
(2)	Kaizen will assist in opening a commercial bank account with a bank in Costa Rica. Our services are limited to providing assistance, including preparation of certified incorporation documents as required by the bank, pre-screen of account application documents etc. Bank has the sole discretion to approve the application for opening an account.
(3)	All businesses carrying out taxable activities in Costa Rica are required to register for VAT. This includes: (a) Local businesses selling goods or services; (b) Foreign companies with a physical presence or permanent establishment in Costa Rica; (c) Foreign digital service providers supplying services to Costa Rican consumers, who must either register for VAT or ensure withholding via credit card or financial institutions. There is no specific registration threshold, meaning registration is required regardless of turnover. The due date for filing of VAT returns in Costa Rica is typically the 15th of each month for the previous calendar month.

Payment Term and Payment Methods

We currently accept Hong Kong Dollar check, cash or TT and credit card through PayPal only. If payment is settled through PayPal, extra 5% services fee will be charged. Upon receipt of your order, we will issue an invoice to you for your settlement. Because of the nature of services, we require full payment in advance. Also, once service is commenced, no service fee will be refunded except special cases.

If China or Taiwan official tax invoice is required, Value-Added Tax or Business Tax at the prevailing rate in the respective jurisdiction will be charged.

Basic Structure for Costa Rica S.R.L. Company

(1)	The company must have at least two members (either two individuals or one individual and a legal entity);
(2)	The company must have at least one General Manager and no specific nationalities or restrictions;
(3)	Must have a registered address in Costa Rica;
(4)	There is no statutory minimum share capital requirement for a Costa Rica limited liability company. Shares are called quotas and there is no minimum required capital. However, the amount subscribed must be divisible by 100.

Procedure and Timeline for the registration

Under normal circumstances, the company name and the business scope do not need an extra license or permit, the whole process for company registration takes around 4 to 5 weeks. The details are outlined below:

No.	Procedure	Working days (Estimated)
1	Client confirms engagement of Kaizen for the incorporation of a costa Rica company and provides the documents and information listed in Section 6.	Client’s schedule
2	Kaizen issues an invoice and the client arrange payment of our service fees.	Client’s schedule
3	Kaizen conducts a name search for the proposed S.R.L Company and reserve a unique business name with the Registro Nacional.	3~5
4	Kaizen prepares the company registration and related documents for client signature.	3
5	Client signs the company registration and arranges notarization, legalization and/or apostille in accordance with the laws of the place of execution.	Client’s schedule
6	Client delivers the duly executed incorporation documents with notarization documents to Kaizen.	5
7	Kaizen submits the incorporation application to National Registry, Commercial Section in Costa Rica.	5-10
8	Obtain a legal registration number and pay the associated registration fees	2
9	Receive the Company Deed (escritura pública) and Registration entry numbers (citas de inscripción)	5-10
10	Registration with the Ministry of Finance for tax purposes.	5-10
11	Kaizen assists in setting up the submission of Corporate Bank Account opening application (if requires)	Bank’s schedule
	Total:	5 - 6 weeks

Notes:
If any additional documents need to be prepared, submitted, or notarized during the Costa Rica company registration process, the timeline of the registration process will be affected.

Documents and Information Required for the Registration

Client needs to provide the following documents and information to Kaizen by email or fax or post for purpose of incorporation:

(1)	Please provide two to three English company names. The company name must end with " Sociedad de Responsabilidad Limitada " or its common abbreviation "S.R.L.";
(2)	A copy of each member's passport and a proof of address issued within the last 3 months (such as a utility bill, phone bill, or bank statement). If the shareholder is a legal entity, please provide the Certificate of Incorporation, the latest Annual Return (or document of a similar nature), the latest Register of Directors, Register of Members, and Register of Ultimate Beneficial Owners. Additionally, copies of the passport and proof of address for each shareholder or ultimate beneficial owner holding more than 25% of shares in that company are required;
(3)	A copy of each director's passport and a proof of address issued within the last 3 months (such as a utility bill, phone bill, or bank statement);
(4)	If the shareholder is a legal entity, a group structure chart certified and signed by a company director, showing the identity of the current ultimate beneficial owners;
(5)	Information on the Ultimate Beneficial Owner (UBO) of the company to be incorporated, along with a description of the proposed business activities; and
(6)	Filling the “KYC Questionnaires” and “Overseas Company Incorporation Order Form” provided by Kaizen.

Acceptable address proof can be a utility bill or bank statement. Information of director/shareholder (full name and full address), document type, document issuing date and name of issuing authority must be clearly stated. If the document is not written in English, you are required to provide an Spanish translation document for reference and as supporting. Notarized and translated copies if original documents are in a foreign language.

The identification documents and address proof of shareholders and directors are subject to Hague Apostille certification or notary office verification.

Documents to be Delivered to Client After Incorporation

After the registration process is completed, Kaizen will return the following documents and materials to client for retention and as proof that the company is duly registered:

(1) One copy of Company Deed (escritura pública);
(2) Registration entry numbers (citas de inscripción);
(3) Tax Identification Number (TIN or Cédula jurídica); and
(4) Shareholder Registry Book.

The above documents will be delivered to the client's designated address.
Annual Maintenance Fee

Every company registered in Costa Rica is required to comply with ongoing statutory and tax filing obligations, regardless of whether the company has commenced business operations.

To provide clients with a clearer understanding of the ongoing compliance obligations and estimated maintenance costs of a Costa Rica company, we have set out the annual maintenance and tax compliance fees in Appendix - Annual Maintenance and Tax Service Fee Schedule. It shall be noted that the fees listed above are for reference only and the actual cost may be higher than listed.

This service quotation is for reference only and is subject to change without prior notice. All fee standards, service scopes, and relevant terms shall ultimately be governed by the latest actual quotation or the formal service agreement signed by both parties.

Appendix - Schedule of Annual Maintenance and Tax Service Fees

Item	Description of Service	Fees (EUR, exclude tax)		Remark
Basic Maintenance Costs (Fixed)
1	Annual Registered Company Secretary Services	Annually	1,000	Anniversary of the Date of Incorporation
2	Annual Registered Office Address Services	Annually	1,000 up	It depends on the specific location.
3	UBO statement filings before the Central Bank	Annually	1,000	Anniversary of the Date of Incorporation
Accounting and Tax Related Fees (Variable)
4	Accounting and Bookkeeping	Monthly	600 up	Depending on the volume of transactions.
5	Preparation and Submission of Annual Income tax declaration	Annually	2,000	On 1st January, every year
6	Legal declaration of transparency at Central Bank of Costa Rica	Annually	1,800	On 1st April, every year
7	Preparation and Submission of Corporate Tax Return	Annually	2,000 up	Depending on the volume of transactions.
8	VAT Return Filing	Monthly	600 up	The deadline for monthly VAT declarations is the 15th of each month.

The above quotations are for preliminary reference only and do not constitute final transaction terms. All service fees shall be based on the actual quotation provided by our company for each individual case. We reserve the right to adjust pricing at any time without prior notice.

If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:
Email: info@kaizencpa.com
Tel: +852 2341 1444
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ WeChat: +852 5616 4140
Skype: kaizencpa

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