How to Form a Sociedad Anónima in Costa Rica: Board, Shares, and the Escritura

Forming a Sociedad Anónima in Costa Rica follows the same notarial process as any commercial entity — but with a governance structure that demands more attention at the drafting stage than the simpler Sociedad de Responsabilidad Limitada. Four separate positions must be filled, a three-officer board and an independent fiscal must be appointed, shares must be allocated and recorded, and the founding document must be drafted to reflect the actual governance and ownership arrangement the founders intend to operate under.

The process also changed in 2025. Under Ley 10597, effective June 4, 2025, the registered agent requirement that previously applied to SAs with all-foreign representatives was eliminated. New SAs must include an official email address in the escritura de constitución instead. A formation document submitted without it — or one that still designates a registered agent — will be rejected by the Registro Nacional as defective.

This article walks through what the SA formation process involves from start to operational readiness: the people who need to be in place, what the founding document must contain, how the inscription process works, and where formation most commonly produces problems that surface years later.

What a Sociedad Anónima Formation Requires Before You Start

Before the notary can draft the escritura de constitución, four positions must be filled:

• Presidente: The SA’s primary legal representative. Holds the authority to bind the entity within the scope of powers granted in the founding document. This is the most consequential appointment in the SA structure — the powers clause for the presidente determines what they can and cannot do without board or shareholder approval.
• Secretario: Maintains corporate books, records meeting minutes, and handles corporate certifications. In an active business this role has real operational content. In passive holding entities it is often nominally filled but the legal responsibility remains.
• Tesorero: The designated financial officer. Must be a different person from both the presidente and the secretario.
• Fiscal: The internal auditor — completely independent from the board. Cannot simultaneously hold any board officer position. The fiscal has authority to inspect the corporate books and report to shareholders. Must be a fourth distinct individual, separate from all three board officers.

All four positions can be held by foreign nationals. There is no Costa Rican citizenship or residency requirement for any of them. A minimum of two shareholders is also required — both can be foreign nationals, and one of the board officers can simultaneously be a shareholder.

Appearing before the notary

The founding shareholders must appear before the Costa Rican notary either in person or through a representative holding a properly executed poder especial (special power of attorney). For foreign nationals outside Costa Rica, the power of attorney must be notarized in the country of execution and apostilled before it can be used by the notary. The same applies to identification documents submitted in support of the formation — copies must typically be apostilled or otherwise authenticated depending on the notary’s requirements.

What the Escritura de Constitución Must Contain

The escritura de constitución is a public deed prepared and executed before a licensed Costa Rican notary. It must meet the requirements of Articles 18 and 102 through 226 of the Código de Comercio. For a Sociedad Anónima, the required elements are more detailed than for an SRL because the share structure and board governance framework must be fully established in the founding document.

Identity of the founding shareholders

Full legal names, nationalities, identification document numbers, and domiciles for each founding shareholder. If any shareholder is a legal entity rather than a natural person, that entity’s cédula jurídica, jurisdiction of formation, and legal representative must be documented.

Corporate name or cédula jurídica identifier

Under reforms introduced alongside Ley 10597, commercial entities are no longer required to register a business name (denominación social). The Registro Nacional assigns a cédula jurídica number as the entity’s primary identifier. If a name is included and it conflicts with an existing entity’s name, the Registro Nacional will flag it as a defect. Many formations today proceed without registering a formal name, using the cédula jurídica as the identifier and protecting any desired commercial name through a separate trademark or trade name registration with the Registro de la Propiedad Industrial.

Corporate purpose

The objeto social defines what activities the SA is authorized to engage in. The same drafting considerations that apply to the SRL apply here: a purpose clause that is too narrow creates amendment obligations; one that is too vague raises questions during banking due diligence and regulatory review. For an active business, accuracy with appropriate breadth for related activities is the goal. For a holding entity, a purpose referencing asset management, real estate holding, share ownership, and related activities is standard.

Registered domicile and official email address

The SA must have a physical registered domicile in Costa Rica. Under Ley 10597, effective June 4, 2025, it must also include an official email address in the escritura de constitución. This email is registered with the Registro Nacional and serves as the entity’s legal channel for receiving judicial and administrative notifications. It must be a real, actively monitored address. Omitting it from a formation document submitted after June 4, 2025 results in rejection.

For context: the registered agent requirement — previously applied to SAs with all-foreign legal representatives — was eliminated by Ley 10597. Including a registered agent designation in a new formation document is now a defecto registral. The email address is the replacement mechanism.

Share capital structure

The founding document must state the total authorized capital of the SA and how it is divided into nominative shares. The founding shareholders’ respective share allocations must be recorded. Shares must be nominative — registered to named individuals — following the elimination of bearer shares under Ley 9068. The capital can be expressed in any currency.

The escritura can establish different classes of shares with different rights — voting and non-voting shares, preferred shares, shares with different economic rights — if the founders want to create a differentiated capital structure from the outset. For a simple two-shareholder SA, a single class of common shares is standard. For entities designed to accommodate future investors or different economic arrangements between founders, the share class structure is worth thinking through carefully at formation.

Board appointments and powers

The founding escritura appoints the initial presidente, secretario, and tesorero, and defines the scope of each officer’s authority. The presidente‘s powers clause is the most consequential. The standard formulation grants poderes de apoderado generalísimo sin límite de suma — full authority to act on the entity’s behalf in virtually all matters without a monetary limit. This is appropriate for most active commercial operations where the president needs to act decisively.

Where the founders want specific constraints — requiring board or shareholder approval for transactions above a defined value, co-signature requirements, or restrictions on specific categories of transaction — those restrictions must be written into the escritura. They cannot be enforced against third parties who deal with the SA in good faith unless the restrictions are visible in the public registry.

Fiscal appointment

The fiscal must be appointed in the founding document and identified with the same detail required for board officers. The fiscal cannot hold any board officer position simultaneously — this independence requirement is a mandatory feature of the SA structure, not an option. The founding document should clearly state the fiscal‘s identity, term of appointment, and the scope of their oversight authority.

Duration and dissolution

The founding document must state the entity’s duration — typically an indefinite term — and the grounds and process for dissolution. Standard provisions follow the Código de Comercio defaults unless the founders specifically want to add triggers or modify the statutory process.

SA Formation Process: Step by Step

The following table maps the SA formation process from initial engagement through operational readiness.

Timeline: Escritura execution to Registro Nacional inscription typically takes 15–30 business days for a clean formation. Full operational readiness — including bank account and RTBF registration — typically runs 6–10 weeks.

SA vs. SRL Formation: Key Differences

The following table compares formation requirements between the SA and the SRL. Both share the same Ley 10597 email requirement and the same post-formation compliance framework.

After Inscription: The SA’s Immediate Post-Formation Obligations

Authenticate three corporate books

An SA must maintain three authenticated books: the libro de actas de asamblea de accionistas (shareholder assembly minutes), the libro de actas de junta directiva (board meeting minutes), and the libro de registro de accionistas (share registry). All three must be authenticated by the Registro Nacional before first use. The share registry book must reflect the founding shareholders’ allocations immediately upon authentication. Operating without authenticated books — or with books that have not been maintained — creates a due diligence problem in virtually every significant transaction the SA undertakes.

Issue and register founding shares

The founding shareholders’ share allocations must be entered in the libro de registro de accionistas as soon as the book is authenticated. If physical share certificates are issued, they must be consistent with the entries in the share registry. Any discrepancy between the share certificate and the registry book creates an ambiguity that surfaces during any ownership verification — residency applications, property transactions, banking relationships, or estate proceedings.

File the initial RTBF declaration

Within 20 business days of the Registro Nacional assigning the cédula jurídica, the SA must file its initial beneficial ownership declaration with the Registro de Transparencia y Beneficiarios Finales (RTBF) through the Banco Central‘s Central Directo platform. The filing must identify the natural persons who ultimately own or control 15% or more of the entity. The legal representative handling the filing must hold a valid Costa Rican digital signature (firma digital).

Hold an organizational board meeting

While not a strict legal formation requirement, holding an initial board meeting to formally confirm officer roles, authorize the opening of bank accounts, approve the operational framework, and establish a documented governance baseline is sound practice. The minutes go in the libro de actas de junta directiva. It is easier to establish clean governance from the first meeting than to reconstruct a governance history that was never documented.

Common Formation Mistakes Specific to the SA

Presidente powers drafted too broadly or too narrowly

The powers clause for the presidente is the single most litigated element of SA formation documents. Powers drafted without monetary limits allow the presidente to bind the entity to obligations of any size without board or shareholder approval. Powers drafted too narrowly force formal board resolutions for routine operational decisions. Where the founders have specific concerns about how authority should be distributed — different thresholds for different transaction types, co-signature for real property transactions, shareholder approval for capital commitments above a defined amount — those constraints belong in the escritura and cannot effectively be imposed through a separate private agreement.

Fiscal appointed from among the board officers

The fiscal must be independent from the board — a different person from the presidente, secretario, and tesorero. A fiscal who simultaneously holds any board position is not legally independent and the appointment does not satisfy the Código de Comercio requirement. This is not a technicality. It is a structural requirement that, if violated at formation, creates a defect in the governance structure that can be challenged. The SA needs four distinct individuals minimum, and that minimum reflects the independence principle the law requires.

Share registry not established at formation

The libro de registro de accionistas must reflect the founding shareholders’ allocations from the moment the book is authenticated. An SA that operates for months or years without a current, accurate share registry — or with a share registry that was never authenticated — has a fundamental governance gap. When a shareholder later wants to transfer shares, apply for investor residency, or administer an estate, the question of who owns what in the SA becomes a reconstruction exercise rather than a review of clear records.

Board meeting minutes not maintained

The libro de actas de junta directiva exists to document the board’s decisions. An SA that never holds documented board meetings — whose board decisions are made informally without recorded minutes — has no governance trail. Banks, residency applicants, property buyers, and estate administrators all need to see that the entity operated with documented governance. Years of missing board minutes cannot be retroactively fabricated. They can sometimes be addressed through an extraordinary board assembly that ratifies past decisions, but that process has costs and limits.

Including a registered agent after June 4, 2025

Ley 10597 eliminated the registered agent requirement effective June 4, 2025. Any escritura de constitución submitted after that date that includes a registered agent designation will be returned by the Registro Nacional as defective. The notary preparing the formation document must be current on this change. If you are engaging a notary for SA formation after June 4, 2025, confirm explicitly that they are aware of Ley 10597 and that the email address — not a registered agent — is being included in the founding document.

Frequently Asked Questions: Forming a Sociedad Anónima in Costa Rica

Can all four required positions in an SA be held by foreign nationals?

Yes. There is no requirement that the presidente, secretario, tesorero, or fiscal be Costa Rican citizens or residents. All four positions can be held by foreign nationals. The only role that previously required a Costa Rican professional — the registered agent — was eliminated by Ley 10597 effective June 4, 2025.

Can one person hold both a shareholder position and a board officer role?

Yes. A shareholder can simultaneously serve as a board officer. In a two-shareholder SA where both owners are actively involved, one can serve as presidente and the other as secretario, with a third person serving as tesorero and a fourth serving as fiscal. What is not permitted is having the same person simultaneously hold any board officer role and the fiscal role — that combination violates the independence requirement.

What happens if a board officer resigns or dies?

The Código de Comercio provides mechanisms for filling vacancies in the board through shareholder assembly resolution. The process requires an extraordinary shareholder assembly to elect a replacement, documentation of the assembly in the libro de actas de asamblea, and inscription of the change with the Registro Nacional through a notarial amendment. Operating with an unfilled board position — or with a board whose composition differs from what is recorded in the Registro Nacional — creates a governance gap. Changes should be formalized promptly.

Do shares need to be physically issued as certificates?

Costa Rican law does not require physical share certificates to be printed and distributed for nominative shares. What is required is that share ownership be accurately recorded in the libro de registro de accionistas. If physical certificates are issued, they must be consistent with the share registry. For most small and medium SAs, the share registry book itself is the definitive ownership record and physical certificates are often not issued. What matters is that the registry book is authenticated, current, and accurately reflects who owns what.

How is the SA identified after Ley 10597 eliminated mandatory business names?

Following the reforms accompanying Ley 10597, commercial entities are identified primarily by their cédula jurídica number assigned by the Registro Nacional. An SA no longer needs to register a formal business name (denominación social). If a commercial name or brand identity is desired, it should be registered separately as a nombre comercial or trademark with the Registro de la Propiedad Industrial. This protects the name against third-party use and provides a recognized commercial identity separate from the entity’s cédula jurídica identifier.

Formation Sets the Governance Foundation

The escritura de constitución is not a formality to be completed as quickly as possible. It is the document that defines how the SA will be governed, who has authority to act on its behalf, what the limits of that authority are, and how ownership is recorded. Decisions made — or not made — at this stage follow the entity for its entire legal life.

The most expensive SA formation problems are almost always problems created at formation: powers clauses that did not reflect the founders’ actual intentions, a fiscal who was never truly independent, a share registry that was never properly established, board meeting minutes that were never kept. These are not difficult to get right at the drafting stage. They are difficult and costly to fix after the fact, particularly when the entity has been operating for years and a transaction brings the governance history into focus.

If you are forming a Sociedad Anónima in Costa Rica, the best investment you can make is time spent with your attorney on the escritura de constitución before it is executed. The board structure, the powers clauses, the share allocation, and the governance framework — all of it should reflect how you actually intend to run the entity, not just what the standard template provides.

Feel free to reach us with your questions or comments.