Short answer
Online gambling businesses in Costa Rica use a Sociedad Anónima (S.A.) or Sociedad de Responsabilidad Limitada (S.R.L.) under the Commercial Code (Law 3284), incorporated by public deed before a Costa Rican notary and registered with the Registro Nacional. A resident agent (a local lawyer) is needed when no legal representative lives in Costa Rica. The company then needs a municipal commercial permit, which is not a gambling license. Companies that process electronic bets also owe the annual headcount tax under Law 9050, file the yearly beneficial-ownership return (RTBF) with the Central Bank, and pay the legal-entity tax under Law 9428.
Costa Rica company formation at a glance
- Entity type
- Sociedad Anónima (S.A.) or Sociedad de Responsabilidad Limitada (S.R.L.)
- Governing law
- Commercial Code (Código de Comercio), Law 3284
- Registry
- Registro Nacional — Registro de Personas Jurídicas, via public deed before a notary
- Minimum capital
- No statutory minimum for ordinary companies; nominal capital is customary
- Shareholders
- Two founders customary at incorporation (S.A. and S.R.L.), any nationality
- Directors
- S.A.: board (president, secretary, treasurer) plus a fiscal; S.R.L.: one or more managers (gerentes)
- Local resident requirement
- Resident agent (Costa Rican lawyer) if no legal representative resides in Costa Rica
- Registered agent/office
- Registered address in Costa Rica; a local office is needed for the municipal permit
- Corporate tax
- Territorial: 30% on Costa Rica-source profit; reduced 5–20% scale below ₡119,174,000 gross income
- UBO register
- Registro de Transparencia y Beneficiarios Finales (RTBF), filed annually with the BCCR
- Accounts/audit
- Legal books kept and legalized; annual D-101 income-tax return; no general audit requirement
- Time to incorporate
- About 2 days online to 1 week on paper, up to 15 days in special cases (registration only)
What the gambling regulator expects of the company
- There is no online gambling regulator or license; the Junta de Protección Social holds the national lottery monopoly, and the gambling license must be held in another jurisdiction.
- The company needs a municipal commercial permit (patente) for its activity, typically data processing; Law 9050, art. 6 leaves permits to the municipality.
- Companies that receive and process data generating electronic bets owe the Law 9050 tax: 57 base salaries a year up to 50 employees, 85 for 51–99, 113 for 100 or more.
- With the 2026 base salary of ₡462,200, that is about ₡26.3 million, ₡39.3 million or ₡52.2 million a year (indicative), paid in quarterly installments to Tributación and not deductible for income tax.
- Costa Rican residents cannot be served; block local players and do not use Costa Rican banks for player funds.
- Check whether the activity triggers AML registration with SUGEF as a designated non-financial business under Law 7786 (art. 15 bis lists casinos).
License fees, process and documents: Costa Rica gambling license (what exists).
Which Costa Rica entity to use
| Vehicle | Use it for | Notes |
|---|---|---|
| Sociedad Anónima (S.A.) | Default for a back-office, support or data-processing company with outside investors | Shares, board of directors and a fiscal; freely transferable shares recorded in the share register. |
| Sociedad de Responsabilidad Limitada (S.R.L.) | Closely held operating companies with one or two owners | Quotas instead of shares and managers instead of a board; simpler governance, quota transfers recorded in the quota register. |
| Foreign company branch | Groups that want the Costa Rican office inside an existing entity | The foreign company registers in Costa Rica with a local representative; the parent itself then falls within Costa Rican tax and municipal obligations. |
How to incorporate in Costa Rica
- Week 1
Define the activity
Decide what the Costa Rican company will do (support, development, data processing) and where the license will sit; this drives the permit and Law 9050 position.
- Week 1
Prepare the deed
Choose S.A. or S.R.L., name, officers, resident agent and capital; collect founders' IDs and corporate documents.
- Weeks 1–2
Notarize and register
Founders sign the public deed before a Costa Rican notary; registration with the Registro Nacional and issuance of the legal ID (cédula jurídica).
- Weeks 2–3
Tax and RTBF set-up
Register with Tributación, legalize the legal books, enroll in the RTBF on Central Directo with a digital signature.
- Weeks 3–8
Office and municipal permit
Lease the office, then apply to the municipality for the commercial permit; timing varies by municipality (indicative).
- Parallel
Payroll and banking
Register as an employer with the CCSS if hiring; open operating accounts for salaries and rent, not for gaming flows.
Documents you will need
- Passport copies of all founders, directors and managers
- For corporate founders: legalized or apostilled certificate of incorporation, good standing and power of attorney
- Proposed name, purpose clause, capital and officer appointments
- Resident agent acceptance (if no legal representative resides in Costa Rica)
- Office lease or title for the registered and operating address
- Municipal permit application and any land-use (uso de suelo) approval the municipality requires
- Digital signature certificate for the RTBF filing
- Beneficial-ownership details for the full ownership chain
Tax
- Corporate income tax
- 30% on Costa Rica-source profit; 5%, 10%, 15%, 20% scale for gross income under ₡119,174,000
- Foreign-source income
- Generally not taxed (territorial); since 2023 some foreign passive income is taxed, and bill 25.796 (Sept 2026) would widen this
- Law 9050 tax
- 57, 85 or 113 base salaries a year by headcount for companies processing electronic bets
- Legal-entity tax
- 15%–50% of one base salary a year (Law 9428)
- VAT
- 13% on local supplies
Annual upkeep
Legal-entity tax (Law 9428)
Annual, due 31 January; 15%–50% of one base salary depending on tax status and gross income (₡69,330–₡231,100 in 2026).
RTBF return
By 30 April each year on Central Directo; fines of 2% of gross income, ₡1,386,600 minimum.
Income tax (D-101)
Calendar-year return, due mid-March of the following year.
Law 9050 tax
Quarterly installments of the annual headcount-based tax, if the company processes electronic bets.
Municipal permit
Renew and pay the municipal patent tax as set by the municipality.
Resident agent and books
Keep a resident agent in place if required and keep shareholder and minute books current.
Banking and payments
Costa Rican banks do not process gambling transactions, and the existence of a local company does not change that. The company can usually bank payroll, rent and supplier payments if its activity is documented as back-office or data processing; player funds go through the licensed entity's PSPs, EMIs or crypto processors abroad.
How we prepare the underwriting file: payments and banking.
Mistakes to avoid
- Presenting the municipal permit as a gambling license to banks, partners or players.
- Ignoring the Law 9050 headcount tax; it is due regardless of profit and is not deductible.
- Missing the RTBF or legal-entity tax deadlines; the Registro Nacional will stop issuing certifications.
- Managing the licensed entity from Costa Rica without advice on management-and-control and permanent-establishment risk.
- Accepting Costa Rican players or using local banks for gaming flows.
Costa Rica compared
| Costa Rica | Brazil | Peru | Chile | Colombia | |
|---|---|---|---|---|---|
| Usual vehicle | S.A. or S.R.L. | Ltda or S.A. | S.A.C. or branch | SpA now; closed S.A. (proposed) | S.A.S. or branch |
| Minimum capital | None | None; R$30m for betting (suspended) | No minimum; solvency test | No minimum (bill: TBD) | No minimum; Coljuegos tests |
| Local requirement | Resident agent, office | Resident attorney/administrator | PE legal representative | CL representative for SII | CO legal representative |
| Corporate tax | 30% local; Law 9050 | 34% IRPJ+CSLL | 29.5% | 27% | 35% |
| Time | 1–2 weeks + permit | 1–3 months | 2–4 weeks | 1 day–6 weeks | 2–4 weeks |
Every formation jurisdiction side by side: company formation for gambling licenses. Licenses compared: gambling license jurisdictions. How we work: gambling consulting services.
What we do
Before you incorporate
We check that the entity, ownership chain and tax position will pass the regulator and the bank, and model the year-one cost.
Formation and registered office
We prepare the documents and coordinate incorporation, registered office and tax registration through licensed local agents and counsel.
Banking
We prepare the underwriting file and introduce banks, EMIs and PSPs that work with gambling businesses in Costa Rica.
The license
We prepare and file the Costa Rica gambling license (what exists) and stay on for renewals and reporting.
Costa Rica company formation — FAQs
Does a Costa Rican company give me a gambling license?
No. Costa Rica has no online gambling license. The company and its municipal permit let you run a local operation; the license must come from another jurisdiction such as Anjouan or Nevis.
S.A. or S.R.L.?
An S.A. suits companies with several investors or plans to bring in more; an S.R.L. suits closely held companies and has simpler governance. Both are formed by public deed before a notary.
Do I need to be in Costa Rica to incorporate?
All founders must sign the public deed before a Costa Rican notary; ask the notary how remote signing will be handled. If no legal representative lives in Costa Rica, a resident agent is required.
Is there a gambling tax in Costa Rica?
Companies that process electronic bets pay a fixed annual tax under Law 9050, set at 57, 85 or 113 base salaries depending on headcount. It is separate from income tax and not deductible.
Is foreign income taxed?
Costa Rica taxes companies on Costa Rica-source income. Some foreign passive income has been taxed since 2023, and a September 2026 bill would extend this, so monitor its progress.
What annual filings apply?
The legal-entity tax by 31 January, the RTBF beneficial-ownership return by 30 April, the D-101 income-tax return in March, municipal permit renewals and, where applicable, Law 9050 installments.
Sources
Checked against the sources below on 9 October 2026. Registry fees, tax rates and filing rules change; confirm with us before you incorporate.
- Law 9050 — Tax on casinos and electronic-betting call companies (text)
- Registro Nacional de Costa Rica
- Banco Central de Costa Rica — Central Directo (RTBF)
- EY — 2026 legal-entity tax (Law 9428) rates and deadline
- Delfino — RTBF annual return and sanctions
- Delfino — Bill 25.796 on foreign-source income and bill 25.797 on exemptions (Sept 2026)
- Ministerio de Hacienda — Impuesto sobre la renta
Set up the right Costa Rica company the first time
An entity that the regulator, the bank and the tax authority will all accept. We screen the structure first, then incorporate, open accounts and file the license.
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