In Costa Rica purchasing property in the name of a corporation has become very common practice.

As a result many law firms offer corporations that have already been formed and are commonly referred to as a “shelf company”. Since this type of corporation is already formed it is ready to function, purchase property, transact business and carry out any activity authorized to do so without having to wait for the incorporation process that is required to form a new corporation from scratch.

In Costa Rica corporate formation is governed by the Commercial Code and the law requires that at least two incorporators personally appear before a Costa Rica Notary Public to sign the articles of incorporation documents.

The incorporation must be transcribed in a special Notary Protocol and the extract is recorded in the National Registry. The recording process can take up to 45 days depending on the volume of documents pending recordation in the National Registry at the time the articles are filed. On occasion you may also have to contend with delays due to name similarity with the corporate name selected.

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If the client is in Costa Rica and can personally sign the incorporation deed and has time to wait for incorporation then you can form a new corporation. In those situations where time is of the essence and the client is not present in the country then one expedient option is to act using a ready formed shelf corporation.

Costa Rica Attorney Video Interviews. To help educate and protect you with your real estate investments in Costa Rica, you can enjoy the following interviews with Attorney Roger Petersen and Attorney Rick Philps online at:

• Costa Rica Real Estate – Foreigners OK To Buy with FREE online video interview.
• Costa Rica Corporations – Why Pay More For Less? With FREE online video with Attorney Rick Philps
• Costa Rica Residency Categories Explained – With FREE online video interview with Attorney Rick Philps
• Costa Rica Property Taxes – When Scott officially complained that his property tax bill was too low… FREE online video interview with Attorney Roger Petersen.
• Buying or Building Real Estate in Costa Rica? Here is What You Need To Know? Part I with FREE online video interview with Attorney Roger Petersen.

Generally the incorporators who also become the shareholders of the corporation are provided by the law firm that incorporated the shelf company. As such, when you purchase a shelf corporation the following steps are required to ensure that ownership of the corporation is fully transferred and recorded to the actual intended owner:

1. The incorporators/shareholders must transfer the stock in the corporation to the client. To accomplish this, stock certificates must be printed and then endorsed by the incorporating shareholders to the client purchasing the corporation.
2. The transfer of stock ownership should be recorded in the shareholder registry book. The only officially recognized stock registry book is the one that has been authorized and stamped by the Costa Rican Revenue Department (Tributacion Directa).
3. The entry is handwritten in the book and must be signed by the Secretary of the corporation.
4. Stock ownership is one thing and being named on the Board of Directors of the corporation is another.
5. In a pure shelf company the incorporator/shareholder and the minimum directors required by Costa Rican law, President, Secretary and Treasurer are provided by the incorporating law firm.
6. In this scenario, you must remove the existing Board of Directors unless you specifically want nominee officers on the corporation. The corporate resolution which changes the Board of Directors must also be recorded in the National Registry to become effective.

The shelf corporation has become a valuable tool to expedite transactions in Costa Rica and can be used depending your personal circumstance.

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Written and copyright by Attorney at Law – Roger A. Petersen. Roger has been an attorney since 1992 and is a member of both the Costa Rican and Florida Bar. He practices law in San José, Costa Rica and is the author of the best-selling book The Legal Guide To Costa Rica which you can order from Barnes & Noble here or from Amazon.com here. Attorney Petersen’s website can be found at Petersen & Philps Law Offices.




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Andrew Makarik is the main editor of WeLoveCostaRica, a fan of this sunny country. He is also a loving husband and a has a lovely daughter. By being a devoted family man and the biggest Costa Rica fan, he wants to make more people feel at home there. WeLoveCostaRica unites people and helps them find new home or a new travel destination. This website is a friendly community where everyone can find not only information, but also new friends and travel pals. Andrew is also passionate about IT and programming, so he himself maintains a friendly atmosphere in this cozy environment of WeLoveCostaRica.com.