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A. Procedure: There are four main stages in the process of forming a corporation in Costa Rica.
1. The Notarization of the Articles of Incorporation or Constitutive Charter of the company: This document is prepared by a Costa Rican Notary Public. The Constitutive Charter determines the organization, administration and bylaws of the company, and is usually signed by all the shareholders, the appointed members of the Board of Directors, the Comptroller and the "Agente Residente".
2. Publication in Costa Rica's official newspaper "La Gaceta" to announce the constitution of the company: This is a necessary requirement to register the company in the Record Office. A notice is sent to the newspaper after the Articles of Incorporation are duly signed. Its publication takes approximately ten to fifteen working days.
3. Registration of the company in the Record Office: The registration of the company is essential to legally constitute a corporation in Costa Rica. The registration process is performed by the Notary Public before whom the Articles of Incorporation were given. This process takes from one to two months, depending on the time it takes for the Registry Office to approve the company's bylaws.
4. Legalization of Books: A set of three accounting books ("Diario", "Mayor" e "lnventario y Balances") and three "legal" books (Shareholders' Record, Shareholders' Assemblies, and Board of Directors Meetings) should be presented at the Ministerio de Hacienda for their initial authorization by the Book Legalization Department. Once duly legalized, these books should register all internal affairs of the company (as well as stock transfers) and are kept privately by the shareholders.
B. Requirements
1. Shareholders: To form a company in Costa Rica, a minimum of two initial shareholders are required. Once the company is formed and properly inscribed in the Record Office, the shares then can be transferred to a single person, who becomes the sole shareholder of the company.
2. Capital Stock: The capital stock of a company can range from one colon (C1.00) to any sum that the founders consider necessary for the company to operate. Usually, a low amount is recommended to reduce registration costs.
3. Domicile: This is the official address of the company for legal matters.
4. Name: The legal registered name of the company must be different to the names of other registered companies. The company name may contain words in foreign languages. The attorney in charge of preparing the Articles of Incorporation will do research on the names proposed by the founders to determine whether they will be accepted by the Record Office, or need to be modified to comply with this requirement.
5. Shares: The capital stock must be distributed in shares. The amount of shares and their denomination is determined by the founders and their preferences. All shares must have equal value, which must be at least C1.00, though there is no top limit to a share's value (i.e. Capital Stock: C10,000.00 = 10 shares of C1,000 00 each). A capital stock of C1,000.00 distributed in 1,000 shares of C1.00 each, is recommended.
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