Choosing the right type of company is one of the first and most important steps when setting up a business in Costa Rica. The legal structure selected will not only determine the internal organization of the company but also its tax obligations, legal liabilities, financing capacity, and growth possibilities. This decision is particularly relevant in a country like Costa Rica, whose legal system offers several alternatives adapted to different business needs. <\/p>\n\n
In this article, we explain the main types of commercial societies that can be incorporated in Costa Rica, their essential characteristics, minimum capital, advantages, disadvantages, the step-by-step incorporation process, and key aspects that every entrepreneur, investor, or businessperson should know before formalizing their project.<\/p>\n\n
1. Public Limited Company (S.A.)<\/strong><\/strong><\/h3>\n\nThe Public Limited Company (Sociedad An\u00f3nima) is one of the most used corporate forms in Costa Rica, especially for medium and large companies. It is characterized by the separation between ownership (shareholders) and administration (Board of Directors). <\/p>\n\n
Main characteristics:<\/strong><\/p>\n\n\n- Requires a minimum of two shareholders (natural or legal persons).<\/li>\n\n\n\n
- Capital is divided into shares.<\/li>\n\n\n\n
- Shareholders’ liability is limited to the amount of their contributions.<\/li>\n\n\n\n
- Must have a Board of Directors (President, Secretary, and Treasurer at a minimum).<\/li>\n<\/ul>\n\n
Minimum capital:<\/strong><\/p>\n\n\n- There is no legally required minimum share capital, but it is recommended to contribute at least 10,000 colones (approximately $20) as a symbolic value, divided into nominative shares.<\/li>\n<\/ul>\n\n
Advantages:<\/strong><\/p>\n\n\n- Flexible structure for large projects.<\/li>\n\n\n\n
- Facilitates the participation of new partners through the transfer of shares.<\/li>\n\n\n\n
- Allows for the issuance of different classes of shares (ordinary, preferred, with limited voting rights).<\/li>\n<\/ul>\n\n
Disadvantages:<\/strong><\/p>\n\n\n- Greater formality and operating costs.<\/li>\n\n\n\n
- Obligation to maintain accounting, minute, and shareholder books.<\/li>\n\n\n\n
- Requires more procedures to modify its structure.<\/li>\n<\/ul>\n\n
2. Limited Liability Company (S.R.L. or LTDA.)<\/strong><\/strong><\/strong><\/h3>\n\nThis is a very common form among SMEs and family businesses in Costa Rica. Its structure is simpler and less formal than the S.A., although it is also regulated by the Commercial Code. <\/p>\n\n
Main characteristics:<\/strong><\/p>\n\n\n- Requires a minimum of two partners.<\/li>\n\n\n\n
- Capital is divided into quotas (not shares).<\/li>\n\n\n\n
- There is no Board of Directors; one or more Managers are appointed.<\/li>\n\n\n\n
- Quotas cannot be freely transferred without the authorization of the other partners.<\/li>\n<\/ul>\n\n
Minimum capital:<\/strong><\/p>\n\n\n- There is also no mandatory minimum capital. A symbolic figure is recommended as with the S.A., although it must be divided into indivisible social quotas. <\/li>\n<\/ul>\n\n
Advantages:<\/strong><\/p>\n\n\n- Simpler to manage.<\/li>\n\n\n\n
- Ideal for closed or family businesses.<\/li>\n\n\n\n
- Lower formal and accounting burden.<\/li>\n<\/ul>\n\n
Disadvantages:<\/strong><\/p>\n\n\n![\"BNEXT](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2026\/03\/Articulo-1-BNEXT-no-deja-operar-750x330.webp\")
BNEXT Does Not Allow Trading: Token Issues and Legal Analysis Under MiCA. Real Case.<\/div><\/i>25 Mar 2026<\/div><\/i>0<\/div><\/div>Real analysis of issues trading or selling the BNEXT token. We explain the most common causes, their fit within the MiCA framework, and when a viable claim may exist. <\/div><\/div><\/div><\/div><\/a><\/li>![\"Infographic](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2025\/11\/Imagenes-Blog-3-750x330.jpg\")
How does CNMV supervision work under MiCA?<\/div><\/i>04 Mar 2026<\/div><\/i>0<\/div><\/div>The CNMV takes on a central role under MiCA: it authorizes, supervises, and controls CASPs. Discover how the process works, what the regulator requires, and how to prepare. <\/div><\/div><\/div><\/div><\/a><\/li>![\"Success](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2026\/03\/caso-exito-depuracion-cripto-ahorro-27600-impuestos-750x330.webp\")
Errors in Crypto Tax Software: How Our Technical Rectification Prevented \u20ac27,600 in Undue Taxes<\/div><\/i>04 Mar 2026<\/div><\/i>0<\/div><\/div>An error in crypto tax software incorrectly reflected a fictitious holding of over 3 BTC. Thanks to prior technical rectification and blockchain analysis, the payment of \u20ac27,600 in undue taxes was avoided. <\/div><\/div><\/div><\/div><\/a><\/li>![\"\"](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2026\/02\/Imagenes-Blog-6-750x330.jpg\")
Swiss Capital case: legal and technical analysis of a fraudulent investment platform<\/div><\/i>10 Feb 2026<\/div><\/i>0<\/div><\/div>IN DIEM Abogados, together with Cryptoveritas 360, analyses Swiss Capital\u2019s operations and its network of investment platforms. Learn how the structure worked, how the funds can be traced, and which legal and technical actions can be activated to protect those affected by potential crypto-asset scams. <\/div><\/div><\/div><\/div><\/a><\/li>![\"\"](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2026\/01\/Imagenes-Blog-26-750x330.jpg\")
Penalties, Non-Compliance, and Legal Defense Against DAC8<\/div><\/i>24 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive has radically changed tax control over cryptocurrencies in Europe. This article analyzes the most frequent non-compliance issues, the applicable penalty regime, and the main legal defense strategies against actions by the Tax Agency. \n<\/div><\/div><\/div><\/div><\/a><\/li>![\"\"](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2026\/01\/Imagenes-Blog-27-750x330.jpg\")
How to Plan Inheritances and Successions with Cryptocurrencies and Digital Assets in Spain<\/div><\/i>21 Jan 2026<\/div><\/i>0<\/div><\/div>Complete legal guide on cryptocurrency inheritance: access to wallets, custody of private keys, tax obligations in Inheritance Tax, valuation of crypto and NFTs, digital inheritance and succession planning. Everything testators and heirs need to know in a digital and decentralized environment. \n<\/div><\/div><\/div><\/div><\/a><\/li>![\"\"](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2026\/01\/Imagenes-Blog-25-750x330.jpg\")
Use of DAC8 Data by Tax Authorities: Inspections, Tax Risks, and Crypto Information Matching<\/div><\/i>19 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive will allow the Tax Agency to access detailed information on cryptocurrency operations and perform automatic data matching to detect tax non-compliance. This article analyzes how this data is used, which profiles present a higher risk of inspection, and what actions the Tax Administration can initiate. <\/div><\/div><\/div><\/div><\/a><\/li>![\"How](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2025\/12\/Imagenes-Blog-9-750x330.jpg\")
Common mistakes when declaring cryptocurrencies in Spain and how to avoid them<\/div><\/i>16 Jan 2026<\/div><\/i>0<\/div><\/div>Declaring cryptocurrencies in Spain remains one of the tax processes that generates the most doubts among taxpayers. In this guide, we analyze the most common mistakes users make\u2014from lack of traceability to confusion between forms 172, 173, and 721\u2014and how to avoid them in 2025 to prevent Tax Agency penalties. A clear, practical, and updated explanation to correctly fulfill your tax obligations and protect your digital assets. <\/div><\/div><\/div><\/div><\/a><\/li>![\"\"](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2026\/01\/Imagenes-Blog-24-750x330.jpg\")
DAC8: Tax and Reporting Obligations for Investors, Crypto Companies, and Platforms in the European Union<\/div><\/i>14 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive introduces a mandatory system for the automatic exchange of tax information on crypto-assets in the European Union. Investors, companies, and crypto platforms are now subject to new identification, registration, and reporting obligations that strengthen tax control and eliminate tax opacity. <\/div><\/div><\/div><\/div><\/a><\/li>![\"\"](\"https:\/\/www.in-diem.com\/wp-content\/uploads\/2026\/01\/Imagenes-Blog-28-750x330.jpg\")
Seizures and Freezes: Can the Spanish Tax Agency Freeze Your Crypto Wallets?<\/div><\/i>13 Jan 2026<\/div><\/i>0<\/div><\/div>If you trade in cryptocurrencies, it is essential to know how far the Spanish Tax Agency can go. We explain when it can seize or freeze cryptoassets, what happens with wallets, and how to protect yourself legally. <\/div><\/div><\/div><\/div><\/a><\/li><\/ul><\/div><\/div><\/div>- BNEXT Does Not Allow Trading: Token Issues and Legal Analysis Under MiCA. Real Case.<\/div><\/i>25 Mar 2026<\/div><\/i>0<\/div><\/div>Real analysis of issues trading or selling the BNEXT token. We explain the most common causes, their fit within the MiCA framework, and when a viable claim may exist. <\/div><\/div><\/div><\/div><\/a><\/li>
- How does CNMV supervision work under MiCA?<\/div><\/i>04 Mar 2026<\/div><\/i>0<\/div><\/div>The CNMV takes on a central role under MiCA: it authorizes, supervises, and controls CASPs. Discover how the process works, what the regulator requires, and how to prepare. <\/div><\/div><\/div><\/div><\/a><\/li>
- Errors in Crypto Tax Software: How Our Technical Rectification Prevented \u20ac27,600 in Undue Taxes<\/div><\/i>04 Mar 2026<\/div><\/i>0<\/div><\/div>An error in crypto tax software incorrectly reflected a fictitious holding of over 3 BTC. Thanks to prior technical rectification and blockchain analysis, the payment of \u20ac27,600 in undue taxes was avoided. <\/div><\/div><\/div><\/div><\/a><\/li>
- Swiss Capital case: legal and technical analysis of a fraudulent investment platform<\/div><\/i>10 Feb 2026<\/div><\/i>0<\/div><\/div>IN DIEM Abogados, together with Cryptoveritas 360, analyses Swiss Capital\u2019s operations and its network of investment platforms. Learn how the structure worked, how the funds can be traced, and which legal and technical actions can be activated to protect those affected by potential crypto-asset scams. <\/div><\/div><\/div><\/div><\/a><\/li>
- Penalties, Non-Compliance, and Legal Defense Against DAC8<\/div><\/i>24 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive has radically changed tax control over cryptocurrencies in Europe. This article analyzes the most frequent non-compliance issues, the applicable penalty regime, and the main legal defense strategies against actions by the Tax Agency. \n<\/div><\/div><\/div><\/div><\/a><\/li>
- How to Plan Inheritances and Successions with Cryptocurrencies and Digital Assets in Spain<\/div><\/i>21 Jan 2026<\/div><\/i>0<\/div><\/div>Complete legal guide on cryptocurrency inheritance: access to wallets, custody of private keys, tax obligations in Inheritance Tax, valuation of crypto and NFTs, digital inheritance and succession planning. Everything testators and heirs need to know in a digital and decentralized environment. \n<\/div><\/div><\/div><\/div><\/a><\/li>
- Use of DAC8 Data by Tax Authorities: Inspections, Tax Risks, and Crypto Information Matching<\/div><\/i>19 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive will allow the Tax Agency to access detailed information on cryptocurrency operations and perform automatic data matching to detect tax non-compliance. This article analyzes how this data is used, which profiles present a higher risk of inspection, and what actions the Tax Administration can initiate. <\/div><\/div><\/div><\/div><\/a><\/li>
- \n
- Requires a minimum of two shareholders (natural or legal persons).<\/li>\n\n\n\n
- Capital is divided into shares.<\/li>\n\n\n\n
- Shareholders’ liability is limited to the amount of their contributions.<\/li>\n\n\n\n
- Must have a Board of Directors (President, Secretary, and Treasurer at a minimum).<\/li>\n<\/ul>\n\n
Minimum capital:<\/strong><\/p>\n\n
- \n
- There is no legally required minimum share capital, but it is recommended to contribute at least 10,000 colones (approximately $20) as a symbolic value, divided into nominative shares.<\/li>\n<\/ul>\n\n
Advantages:<\/strong><\/p>\n\n
- \n
- Flexible structure for large projects.<\/li>\n\n\n\n
- Facilitates the participation of new partners through the transfer of shares.<\/li>\n\n\n\n
- Allows for the issuance of different classes of shares (ordinary, preferred, with limited voting rights).<\/li>\n<\/ul>\n\n
Disadvantages:<\/strong><\/p>\n\n
- \n
- Greater formality and operating costs.<\/li>\n\n\n\n
- Obligation to maintain accounting, minute, and shareholder books.<\/li>\n\n\n\n
- Requires more procedures to modify its structure.<\/li>\n<\/ul>\n\n
2. Limited Liability Company (S.R.L. or LTDA.)<\/strong><\/strong><\/strong><\/h3>\n\n
This is a very common form among SMEs and family businesses in Costa Rica. Its structure is simpler and less formal than the S.A., although it is also regulated by the Commercial Code. <\/p>\n\n
Main characteristics:<\/strong><\/p>\n\n
- \n
- Requires a minimum of two partners.<\/li>\n\n\n\n
- Capital is divided into quotas (not shares).<\/li>\n\n\n\n
- There is no Board of Directors; one or more Managers are appointed.<\/li>\n\n\n\n
- Quotas cannot be freely transferred without the authorization of the other partners.<\/li>\n<\/ul>\n\n
Minimum capital:<\/strong><\/p>\n\n
- \n
- There is also no mandatory minimum capital. A symbolic figure is recommended as with the S.A., although it must be divided into indivisible social quotas. <\/li>\n<\/ul>\n\n
Advantages:<\/strong><\/p>\n\n
- \n
- Simpler to manage.<\/li>\n\n\n\n
- Ideal for closed or family businesses.<\/li>\n\n\n\n
- Lower formal and accounting burden.<\/li>\n<\/ul>\n\n
Disadvantages:<\/strong><\/p>\n\n
- \n
- BNEXT Does Not Allow Trading: Token Issues and Legal Analysis Under MiCA. Real Case.<\/div><\/i>25 Mar 2026<\/div><\/i>0<\/div><\/div>Real analysis of issues trading or selling the BNEXT token. We explain the most common causes, their fit within the MiCA framework, and when a viable claim may exist. <\/div><\/div><\/div><\/div><\/a><\/li>How does CNMV supervision work under MiCA?<\/div><\/i>04 Mar 2026<\/div><\/i>0<\/div><\/div>The CNMV takes on a central role under MiCA: it authorizes, supervises, and controls CASPs. Discover how the process works, what the regulator requires, and how to prepare. <\/div><\/div><\/div><\/div><\/a><\/li>Errors in Crypto Tax Software: How Our Technical Rectification Prevented \u20ac27,600 in Undue Taxes<\/div><\/i>04 Mar 2026<\/div><\/i>0<\/div><\/div>An error in crypto tax software incorrectly reflected a fictitious holding of over 3 BTC. Thanks to prior technical rectification and blockchain analysis, the payment of \u20ac27,600 in undue taxes was avoided. <\/div><\/div><\/div><\/div><\/a><\/li>Swiss Capital case: legal and technical analysis of a fraudulent investment platform<\/div><\/i>10 Feb 2026<\/div><\/i>0<\/div><\/div>IN DIEM Abogados, together with Cryptoveritas 360, analyses Swiss Capital\u2019s operations and its network of investment platforms. Learn how the structure worked, how the funds can be traced, and which legal and technical actions can be activated to protect those affected by potential crypto-asset scams. <\/div><\/div><\/div><\/div><\/a><\/li>Penalties, Non-Compliance, and Legal Defense Against DAC8<\/div><\/i>24 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive has radically changed tax control over cryptocurrencies in Europe. This article analyzes the most frequent non-compliance issues, the applicable penalty regime, and the main legal defense strategies against actions by the Tax Agency. \n<\/div><\/div><\/div><\/div><\/a><\/li>How to Plan Inheritances and Successions with Cryptocurrencies and Digital Assets in Spain<\/div><\/i>21 Jan 2026<\/div><\/i>0<\/div><\/div>Complete legal guide on cryptocurrency inheritance: access to wallets, custody of private keys, tax obligations in Inheritance Tax, valuation of crypto and NFTs, digital inheritance and succession planning. Everything testators and heirs need to know in a digital and decentralized environment. \n<\/div><\/div><\/div><\/div><\/a><\/li>Use of DAC8 Data by Tax Authorities: Inspections, Tax Risks, and Crypto Information Matching<\/div><\/i>19 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive will allow the Tax Agency to access detailed information on cryptocurrency operations and perform automatic data matching to detect tax non-compliance. This article analyzes how this data is used, which profiles present a higher risk of inspection, and what actions the Tax Administration can initiate. <\/div><\/div><\/div><\/div><\/a><\/li>Common mistakes when declaring cryptocurrencies in Spain and how to avoid them<\/div><\/i>16 Jan 2026<\/div><\/i>0<\/div><\/div>Declaring cryptocurrencies in Spain remains one of the tax processes that generates the most doubts among taxpayers. In this guide, we analyze the most common mistakes users make\u2014from lack of traceability to confusion between forms 172, 173, and 721\u2014and how to avoid them in 2025 to prevent Tax Agency penalties. A clear, practical, and updated explanation to correctly fulfill your tax obligations and protect your digital assets. <\/div><\/div><\/div><\/div><\/a><\/li>DAC8: Tax and Reporting Obligations for Investors, Crypto Companies, and Platforms in the European Union<\/div><\/i>14 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive introduces a mandatory system for the automatic exchange of tax information on crypto-assets in the European Union. Investors, companies, and crypto platforms are now subject to new identification, registration, and reporting obligations that strengthen tax control and eliminate tax opacity. <\/div><\/div><\/div><\/div><\/a><\/li>Seizures and Freezes: Can the Spanish Tax Agency Freeze Your Crypto Wallets?<\/div><\/i>13 Jan 2026<\/div><\/i>0<\/div><\/div>If you trade in cryptocurrencies, it is essential to know how far the Spanish Tax Agency can go. We explain when it can seize or freeze cryptoassets, what happens with wallets, and how to protect yourself legally. <\/div><\/div><\/div><\/div><\/a><\/li><\/ul><\/div><\/div><\/div>
- BNEXT Does Not Allow Trading: Token Issues and Legal Analysis Under MiCA. Real Case.<\/div><\/i>25 Mar 2026<\/div><\/i>0<\/div><\/div>Real analysis of issues trading or selling the BNEXT token. We explain the most common causes, their fit within the MiCA framework, and when a viable claim may exist. <\/div><\/div><\/div><\/div><\/a><\/li>How does CNMV supervision work under MiCA?<\/div><\/i>04 Mar 2026<\/div><\/i>0<\/div><\/div>The CNMV takes on a central role under MiCA: it authorizes, supervises, and controls CASPs. Discover how the process works, what the regulator requires, and how to prepare. <\/div><\/div><\/div><\/div><\/a><\/li>Errors in Crypto Tax Software: How Our Technical Rectification Prevented \u20ac27,600 in Undue Taxes<\/div><\/i>04 Mar 2026<\/div><\/i>0<\/div><\/div>An error in crypto tax software incorrectly reflected a fictitious holding of over 3 BTC. Thanks to prior technical rectification and blockchain analysis, the payment of \u20ac27,600 in undue taxes was avoided. <\/div><\/div><\/div><\/div><\/a><\/li>Swiss Capital case: legal and technical analysis of a fraudulent investment platform<\/div><\/i>10 Feb 2026<\/div><\/i>0<\/div><\/div>IN DIEM Abogados, together with Cryptoveritas 360, analyses Swiss Capital\u2019s operations and its network of investment platforms. Learn how the structure worked, how the funds can be traced, and which legal and technical actions can be activated to protect those affected by potential crypto-asset scams. <\/div><\/div><\/div><\/div><\/a><\/li>Penalties, Non-Compliance, and Legal Defense Against DAC8<\/div><\/i>24 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive has radically changed tax control over cryptocurrencies in Europe. This article analyzes the most frequent non-compliance issues, the applicable penalty regime, and the main legal defense strategies against actions by the Tax Agency. \n<\/div><\/div><\/div><\/div><\/a><\/li>How to Plan Inheritances and Successions with Cryptocurrencies and Digital Assets in Spain<\/div><\/i>21 Jan 2026<\/div><\/i>0<\/div><\/div>Complete legal guide on cryptocurrency inheritance: access to wallets, custody of private keys, tax obligations in Inheritance Tax, valuation of crypto and NFTs, digital inheritance and succession planning. Everything testators and heirs need to know in a digital and decentralized environment. \n<\/div><\/div><\/div><\/div><\/a><\/li>Use of DAC8 Data by Tax Authorities: Inspections, Tax Risks, and Crypto Information Matching<\/div><\/i>19 Jan 2026<\/div><\/i>0<\/div><\/div>The DAC8 Directive will allow the Tax Agency to access detailed information on cryptocurrency operations and perform automatic data matching to detect tax non-compliance. This article analyzes how this data is used, which profiles present a higher risk of inspection, and what actions the Tax Administration can initiate. <\/div><\/div><\/div><\/div><\/a><\/li>
- There is also no mandatory minimum capital. A symbolic figure is recommended as with the S.A., although it must be divided into indivisible social quotas. <\/li>\n<\/ul>\n\n
- There is no legally required minimum share capital, but it is recommended to contribute at least 10,000 colones (approximately $20) as a symbolic value, divided into nominative shares.<\/li>\n<\/ul>\n\n