Sociedad Anónima Costa Rica: How It Works, What It Requires, and When It Makes Sense

The Sociedad Anónima (SA) is Costa Rica’s most formal commercial entity. It is governed by Articles 102 through 226 of the Código de Comercio, requires a mandatory board of directors, and carries a set of ongoing compliance obligations that exist regardless of whether the entity conducts any business. It is also the most commonly formed entity in Costa Rica — and one of the most commonly formed for situations where it was never the right fit.

This article explains how the Sociedad Anónima actually works: its governance structure, the roles that must be filled, the share system, the compliance obligations under current law, and — just as importantly — the situations where the SA is genuinely the right tool versus those where a simpler structure would serve better.

What a Sociedad Anónima Is

A Sociedad Anónima is a capital-based legal entity separate from its owners. Once inscribed with the Registro Nacional (National Registry), it receives a cédula jurídica — a unique legal identification number — and becomes a full legal person capable of owning assets, entering contracts, opening bank accounts, and incurring liabilities in its own name, independently of the people who hold its shares.

The SA’s name comes from the original concept that shareholders’ identities would remain anonymous — not registered publicly against their shares. That anonymity no longer exists. Bearer shares were eliminated by Ley 9068, and today all shares must be nominative: registered to a named individual in the corporate share book. The Registro Nacional records the entity’s officers and structure publicly, but the shareholder registry itself remains an internal corporate document — not searchable through the public registry.

How a Sociedad Anónima Is Governed

The SA’s governance structure is defined in the escritura de constitución (articles of incorporation) and must meet the minimum requirements of the Código de Comercio. Two separate governing bodies are required: the board of directors (junta directiva) and the fiscal (internal auditor).

The board of directors

The board must have at minimum three officers:

• Presidente (President): The SA’s primary legal representative. The presidente has authority to bind the corporation — signing contracts, executing deeds, opening accounts — within the scope of powers defined in the escritura de constitución. How those powers are drafted is one of the most consequential decisions in the formation process. Too narrow and routine transactions require formal board resolutions. Too broad and the president can act unilaterally in ways that may not reflect the owners’ actual intentions.
• Secretario (Secretary): Maintains the corporate books, records meeting minutes, and handles corporate administrative documentation. When third parties — banks, notaries, counterparties — need certified copies of board resolutions or corporate certifications, the secretary prepares them.
• Tesorero (Treasurer): The designated financial officer. In active businesses this role has real operational content — managing financial records, tracking assets and liabilities. In passive holding entities the role is often nominal, though the position must still be filled and the named person carries legal responsibility for the function.

All three positions can be held by foreign nationals. There is no requirement that any board officer be a Costa Rican citizen or resident.

The fiscal

The fiscal is the SA’s internal auditor — a legally required oversight position that is completely separate from the board. The fiscal has authority to review the corporate books, verify that the board is acting within its mandate, and report irregularities to the shareholders at the general assembly.

The most important rule about the fiscal: this person cannot simultaneously hold any board officer position. The independence of the role is the point. A fiscal who is also the presidente cannot audit their own decisions. The fiscal must be a different person from the presidente, secretario, and tesorero — which means a minimum of four distinct individuals are required to fill all mandatory roles in an SA.

In passive holding corporations with no active operations, the fiscal‘s practical role is minimal. The position must be filled, and the person named must be reachable and willing to fulfill the function if called upon — but in an entity that owns a single property and conducts no regular business, the fiscal rarely has anything substantive to review.

Shareholders

An SA requires a minimum of two shareholders. Both can be foreign nationals. In practice, when a single individual wants sole beneficial ownership of the entity, the second shareholder typically holds a nominal share — a family member, a business associate, or in some cases an attorney. The second shareholder is a legal position, not a formality to be filled with a name and forgotten. The person named should understand they hold shares in a Costa Rican entity with associated legal implications.

Shareholders exercise governance at the general assembly (asamblea general de accionistas). Major decisions — amendments to the articles, changes in capital, election and removal of officers and the fiscal, dissolution — require shareholder votes at these assemblies. An ordinary assembly must be held at least once per year, within three months of the close of the fiscal year. The minutes must be recorded in the libro de actas de asamblea. Missing these assemblies for years creates a governance gap that surfaces during due diligence on any transaction involving the entity.

Shares, Share Transfers, and the Share Registry

The SA divides its capital into nominative shares (acciones nominativas) — registered to named individuals in the libro de registro de accionistas (share registry book). This book is the corporation’s official ownership record. It must reflect the current state of share ownership at all times, including the full history of transfers.

Share transfers in an SA do not require a notarial deed or Registro Nacional inscription. They are executed through a share transfer agreement between the parties and recorded in the share registry book. However, any transfer that changes ownership at or above 15% of the total shares triggers an extraordinary declaration obligation with the Registro de Transparencia y Beneficiarios Finales (RTBF) — which must be filed within 15 business days of the entry in the corporate book.

The practical significance of the share book cannot be overstated. When an investor residency application is submitted, the share book is the document that proves the applicant’s ownership. When a property is sold through a corporate share transfer, the buyer’s attorney reviews the share book to verify the seller’s title. When an estate is administered, the share book establishes what the deceased held. A book that is missing, unauthenticated, or out of date creates problems that can delay or block each of these processes.

Sociedad Anónima Compliance Obligations Under Current Law

The following table summarizes the ongoing compliance obligations of a Costa Rican SA. These apply whether the entity is active or dormant.

Note: Existing companies formed before June 4, 2025 must register their official email with the Registro Nacional by June 5, 2026, or the registry will reject all subsequent filings.

What the Sociedad Anónima Does Well

The SA earns its governance complexity in specific situations. These are the circumstances where it genuinely fits:

Active commercial business with multiple investors

The SA’s formal board structure, defined officer roles, and share-based ownership system are well-suited to a business that has multiple investors with different levels of involvement, outside capital, or a governance structure that needs to be formally documented. Technology companies, larger commercial ventures, real estate development projects with multiple equity partners — these are the situations the SA was designed for. The formality that makes the SA burdensome in simple situations is the same formality that provides clarity and accountability in complex ones.

Share transferability

SA shares are, by default, freely transferable without requiring the consent of other shareholders — unless the escritura de constitución includes specific restrictions. For a business that anticipates bringing in new investors, issuing equity to employees, or eventually selling to a buyer who will want a clean acquisition structure, this transferability is a feature. An SA can accommodate ownership changes more smoothly than an entity type with built-in transfer restrictions.

Investor residency through a corporate investment

For foreign nationals pursuing Inversionista (investor) residency through a corporate investment, the SA’s share structure allows clear documentation of the applicant’s individual ownership percentage and its corresponding investment value. The DGME (Dirección General de Migración y Extranjería) evaluates each applicant independently — the applicant’s share percentage multiplied by the recorded property value must meet the $150,000 USD minimum threshold. The SA accommodates this analysis clearly when the share structure is designed correctly from the outset.

What the Sociedad Anónima Does Not Do Well

Simple asset holding for one or two owners

A couple holding a vacation home. A retiree owning a rental property. A single individual who wants a legal structure for one asset with no plans to bring in other investors. In these situations, the SA’s mandatory board of directors, independent fiscal, and formal governance structure add cost and administrative obligation without adding meaningful legal benefit. The Sociedad de Responsabilidad Limitada — which requires only a manager and no fiscal — is almost always the cleaner choice. And for pure asset holding with estate planning in mind, the Sociedad Civil is worth considering before any commercial entity is formed.

Estate planning

Putting assets in an SA to “avoid probate” is advice that circulates widely and is wrong on the facts. A corporation does not avoid probate. If you own the shares when you die, those shares go through probate — the same as direct real estate title would. What holding assets through a corporation can do is reduce transfer taxes when shares are transferred to heirs during the owner’s lifetime, compared to a direct real estate conveyance. But the Sociedad Civil serves this purpose with fewer compliance obligations and without the commercial governance framework the SA requires.

Budget-conscious smaller businesses

The annual compliance cost of an SA — the entity tax, the RTBF filing, the corporate books, the annual assembly — is modest in absolute terms but real. For a small business with two owners who manage it directly, the SRL provides the same liability protection, the same legal identity, and the same basic compliance framework, with considerably fewer governance formalities to maintain year over year.

Frequently Asked Questions: Sociedad Anónima Costa Rica

Can all officers and shareholders of a Costa Rica SA be foreign nationals?

Yes. There is no requirement that any officer, board member, or shareholder be a Costa Rican citizen or resident. The only role in the SA’s structure that previously required a Costa Rican professional — the registered agent — was eliminated by Ley 10597, effective June 4, 2025. All governance positions can be held by foreign nationals of any country.

How often must the shareholders actually meet?

At minimum, an ordinary shareholder assembly must be held once per year, within three months of the close of the fiscal year. Extraordinary assemblies can be called at any time for specific matters. In a passive holding entity with nothing substantive to decide, the annual assembly is brief — but it must happen and must be documented. Years of missing assembly minutes is a recurring problem in foreign-owned SAs and creates due diligence complications that are entirely avoidable.

What happens if the SA stops paying the annual entity tax?

Unpaid annual taxes under Ley 9428 accumulate surcharges and penalties. After sustained non-payment, the Registro Nacional can administratively dissolve the entity. A dissolved SA cannot legally transact — it cannot sell assets, execute contracts, or open accounts. If it holds real estate, the title is effectively frozen until the dissolution is reversed through a legal reinstatement process that requires payment of all arrears, penalties, and legal fees. The annual tax for an inactive SA is a modest amount. The cost of dissolution and reinstatement is not.

Is an SA the right structure if I plan to eventually sell the business?

Often yes — the SA’s freely transferable share structure makes acquisition transactions cleaner. A buyer who wants to acquire the business through a share purchase rather than an asset purchase will find the SA’s structure familiar and workable. That said, the specific structure depends on the nature of the business, the buyer’s likely profile, and what assets the entity holds. This is a question worth raising with your attorney early in the business planning process, not at the point of sale.

Does the RTBF filing require a Costa Rican attorney?

Not strictly — the filing is made by the entity’s legal representative (representante legal) using a Costa Rican digital signature (firma digital). However, foreign nationals who do not have a Costa Rican digital signature — which requires an in-person appointment at an authorized registry office in Costa Rica — typically rely on their attorney to handle the annual April filing through the Banco Central‘s Central Directo platform. Confirm this arrangement with your attorney and ensure it is covered explicitly in your ongoing service agreement.

The SA Is a Serious Tool for Serious Situations

The Sociedad Anónima is not a bad structure. It is a formal, well-regulated commercial entity that does exactly what it was designed to do — govern active businesses with multiple investors through a clear, documented board structure. The problem is not the SA itself. It is the habit of using it for situations where that governance complexity is unnecessary.

If you are forming a Sociedad Anónima because you are running a real business, bringing in investors, and need the formal structure to manage those relationships — you are using the right tool. If you are forming one because someone told you it is the default, or because it is what most people do, it is worth pausing to ask whether an SRL or a Sociedad Civil would serve your actual situation better.

That conversation is worth having before the escritura de constitución is drafted, not after.

Feel free to reach us with your questions or comments.