Corporate law

The most appropriate structure depends on several factors such as the size of your company, number of partners, commercial activity, and growth projections. In Costa Rica, Corporations (S.A.) and Limited Liability Companies (S.R.L.) are the most common. S.A.s offer greater flexibility for companies with multiple shareholders, while S.R.L.s may be more convenient for family businesses or those with few partners. Our team can evaluate your specific situation and recommend the optimal structure.

Foreigners have the same rights as Costa Ricans to establish companies in the country. Residency or local partners are not required. The basic requirements include: defining the corporate structure, having a resident agent (if all partners are non-resident foreigners), obtaining the necessary identification documents, drafting the company bylaws, and registering with the Commercial Registry. Additionally, depending on the activity, specific permits or licenses may be required.

Due diligence is a comprehensive investigation and verification process conducted before finalizing an acquisition or merger. It includes reviewing legal, financial, tax, labor, environmental, and operational aspects of the target company. Our approach encompasses the review of contracts, regulatory compliance, pending litigation, labor situation, intellectual property, tax obligations, and contingent liabilities. The objective is to identify potential risks, properly value the company, and structure the transaction optimally.

Intellectual property protection in Costa Rica encompasses several strategies: registration of trademarks and trade names with the Industrial Property Registry (valid for 10 renewable years), patents for inventions (20 years of protection), copyrights for creative works (which are automatically protected but can be registered), and confidentiality agreements with employees and business partners. It is also important to establish clear internal policies on the creation and use of intellectual property. Our team can develop a comprehensive strategy tailored to your company's specific needs.

In Costa Rica, the most common business entities include Sociedad Anónima (S.A.), Sociedad de Responsabilidad Limitada (S.R.L.), branch offices of foreign companies, and individual enterprises. Each has different requirements, liability structures, and tax implications.