US Company Formation from Costa Rica (2026): US LLC or C-Corp for Ticos, Nearshore Software Firms and Digital Nomads

Costa Rica sells far more services to the USA than its size would suggest. Software firms in San José and Heredia build products for American start-ups. Shared service centres and independent professionals handle design, finance and customer support for US companies. Tourism operators market eco-lodges and tours to American travellers. Add the foreigners who have settled in Costa Rica, including remote workers on the digital nomad visa, and there is steady demand for US companies run from Costa Rica.

Two rules shape how that works. Costa Rica's tax system is territorial, but unlike Panama's, it treats services performed in Costa Rica as Costa Rican-source, even when the client is abroad. And there is no US–Costa Rica income tax treaty, so payments from a US corporation to Costa Rica carry full US withholding. This guide explains both and treats US LLC formation and US C-Corp formation separately.

In short: Costa Ricans and residents of Costa Rica can own 100% of a US LLC or C-Corporation, formed remotely. Costa Rica taxes income from services rendered, assets located and capital used in Costa Rica, so work done in Costa Rica is generally taxable there whoever invoices it, while genuinely foreign income is not. There is no US–Costa Rica treaty, so US dividends to Costa Rica are withheld at 30%. A single-member LLC with no US operations usually pays no US income tax and no withholding. Holders of the digital nomad visa (Law 10008) are exempt from Costa Rican income tax on their foreign-employer and foreign-client income during the visa. A 2023 reform taxes foreign passive income of multinational group entities without local substance. With UCB, a Wyoming LLC with EIN is $249 and a Delaware corporation with EIN is $358, all-in.

Who can form a US company from Costa Rica

US states impose no nationality or residence requirement. A Costa Rican citizen, a foreign resident of Costa Rica, or a Costa Rican sociedad anónima (S.A.) or sociedad de responsabilidad limitada (S.R.L.) can own a US company outright. An individual owner can be its only manager or director. No US visa, SSN or US address is needed, and the whole process is remote.

The company needs a registered agent in its state, which is included for the first year in every UCB formation (see registered agent explained), and an EIN from the IRS, which needs no SSN or ITIN (see EIN for non-residents).

For identity, use a passport, because a cédula de identidad is not accepted by US banks on its own. Foreign residents use their passport alongside their DIMEX. For proof of address, a recent ICE or CNFL electricity bill, an internet bill or a bank statement works, translated if necessary. Costa Rican addresses often have no street numbers ("200 metros norte de la iglesia"), so write the address the same way on every form.

How Costa Rica taxes income connected to a US company

Territorial, with a services rule

Costa Rica's Income Tax Law taxes income generated in Costa Rican territory: from services rendered in Costa Rica, goods located there, capital invested there and rights used there. Income from abroad is generally not taxed. Law 10381 of 2023 reaffirmed that principle, with new exceptions for multinational groups.

The services rule is what matters for founders. If you design, code, consult or manage from Costa Rica, that work is generally a service rendered in Costa Rica, and its income is Costa Rican-source, even when every client is in the USA and every payment goes to a US bank account. A US LLC between you and your clients does not move the work abroad.

What remains genuinely foreign is income from work done abroad, assets abroad and businesses operated abroad. A US company with its own US staff, or rental property in Florida, is the clear case.

For self-employed individuals, Costa Rica taxes profits from lucrative activities at progressive rates up to 25%. Companies pay 30%, with reduced rates for small companies below the revenue threshold. Services exported to foreign clients are generally exempt from Costa Rican VAT (IVA), provided you are registered and the export conditions are met.

The 2023 reform

The EU placed Costa Rica on its list of non-cooperative jurisdictions in February 2023. Costa Rica responded with Law 10381, and the EU removed it from the blacklist in October 2023. The law makes foreign-source passive income taxable when received by an entity that belongs to a multinational group and lacks economic substance in Costa Rica. That covers dividends, interest, royalties and capital gains. Costa Rica gives a credit for foreign tax on the same income.

A Costa Rican S.A. that owns a US company is part of a multinational group for this purpose. If it receives dividends or other passive income from the US company, check the substance rules with your accountant. An individual owning a US LLC directly is not the target of this reform.

US LLC formation from Costa Rica

The US side

A single-member LLC owned by a non-resident is disregarded for US federal income tax. With no US office, US employees or US agents who conclude contracts, its income is generally not effectively connected with a US trade or business, and no federal income tax is due (see effectively connected income explained). Distributions to you are not dividends for US purposes, so no 30% withholding applies. The LLC files Form 5472 and a pro forma Form 1120 every year, and missing it costs $25,000 (see Form 5472 explained).

The Costa Rican side

For a Costa Rica-based freelancer, the US LLC is a way to contract and get paid, not a way to take the income outside Costa Rican tax. Your contador will usually report the income for work you perform in Costa Rica as your own taxable activity, or examine whether the LLC itself is carrying on business in Costa Rica through you. Keep the LLC's invoices, bank statements and US filings for the Costa Rican return.

The nearshore model: a Costa Rican company plus a US company

The most common structure for Costa Rican software and service firms is two companies.

Take an illustrative firm in Heredia with 25 developers. The developers are employed by a Costa Rican S.R.L., with Caja social security, Costa Rican payroll and Costa Rican contracts. US clients contract with a US company, often a Delaware or Wyoming corporation or LLC, which has a US bank account, signs US-law agreements and takes payment by ACH. The US company pays the Costa Rican S.R.L. a service fee for the development work.

How that fee is priced decides where the profit is taxed. Costa Rica has transfer pricing rules that require transactions between related parties to be at arm's length. The Costa Rican company is performing the services in Costa Rica, so it should earn a market return, typically cost plus a margin, and pay Costa Rican tax at 30% (or the reduced small-company rate) on it. The rest of the margin belongs to the US company for the selling, contracting and risk it actually bears.

The US company's tax then depends on its form:

• A disregarded LLC with no US operations pays no US tax on its margin, but its foreign owner should expect Costa Rica to look at where its activities really happen.
• A corporation pays 21% on its margin. It then faces 30% withholding on dividends to Costa Rica, so profits are usually reinvested in sales and growth in the USA.

A US company with a US sales person or office will be taxable in the USA on its US-connected profit in either form.

A colón example

These are illustrative figures, not a client case, at ₡510 to the dollar.

The Heredia firm bills US clients US$2.4 million a year through its Delaware corporation. Its Costa Rican S.R.L. has costs of US$1.6 million (about ₡816 million) and charges the US company cost plus 15%, US$1.84 million. The S.R.L.'s profit of US$240,000 (₡122 million) is taxed in Costa Rica at 30%, about US$72,000.

The Delaware corporation keeps US$560,000 of gross margin. After its own US sales salaries and marketing of US$360,000, it has US$200,000 of profit, taxed at 21%: US$42,000. It reinvests the rest in a second US sales hire rather than paying dividends to Costa Rica at 30% withholding.

US C-Corp formation from Costa Rica

A C-Corporation pays 21% federal tax, plus state tax where it does business, and files Form 1120 and Form 5472 every year (see the 21% corporate tax explained and the C-Corp guide for non-residents). With no treaty, dividends, royalties and related-party interest paid to Costa Rica are withheld at 30%. Profit paid out to a Costa Rican owner therefore bears about 44.7% in US federal tax before any Costa Rican tax.

A corporation is the right choice for:

• A nearshore firm's US contracting company that will have US staff. US enterprise clients often prefer to sign with a C-Corporation.
• Raising investment. US funds invest in Delaware C-Corporations (see raising US investment as a foreign founder).
• A tourism or real estate business holding US assets or employing people in the USA.

It is a poor choice for a freelancer who wants to take profits home.

Digital nomads and foreign residents in Costa Rica

Costa Rica's digital nomad law (Law 10008 of 2021) offers a visa to remote workers and service providers whose employer or clients are outside Costa Rica, with a minimum monthly income from abroad. During the visa period, which lasts one year and can be renewed for one more, that income is exempt from Costa Rican income tax. Holders must not work for the Costa Rican market.

For a foreign remote worker on this visa, a US LLC billing foreign clients fits the rules neatly, but it does not settle the home country position. US citizens are always taxed by the USA, and Europeans who keep ties at home may still be taxed there (see the country guide).

Foreigners in Costa Rica on other residence permits, such as pensionado, rentista or inversionista, and Costa Rican citizens do not get this exemption. The services rule above applies to them.

Which state

• Wyoming for a service business run from Costa Rica, or New Mexico, the cheapest.
• Delaware for a nearshore firm's corporation, especially if enterprise clients or investors are involved.
• Florida if you have a Miami office or sales person. Miami is the usual US hub for Costa Rican companies.

See best state for non-residents, Florida LLC for non-residents and the state selector.

What it costs

State fees and the first-year registered agent are included. A US business address with your own suite number is $60 a year. See what a US LLC costs every year.

Banking and payments

Costa Rica is not a high-risk country for US banks and fintechs, and residents are generally accepted for remote business accounts. Applications go wrong for the usual reasons:

• A vague business description.
• No English website.
• Mismatched details between documents.
• Using the registered agent's address as the business address.

Costa Rica is partly dollarised. Costa Rican banks hold US dollar accounts as a matter of course, and SINPE handles dollar transfers locally, so moving money from the US account to Costa Rica is straightforward. Costa Rican banks will ask about the source of large or regular incoming transfers, so keep invoices and contracts ready. See US business bank accounts for non-residents, why banks reject non-resident applications and Stripe for non-residents.

Visas

Costa Rica is an E-1 and E-2 treaty country. A Costa Rican citizen who makes a substantial investment in a real US business can apply for an E-2 visa through it, and a manager moving to a US subsidiary of a Costa Rican company may qualify for an L-1. Both need an immigration lawyer. Once you live in the USA, the company's profits become US taxable income for you.

Common mistakes

• Assuming income through a US LLC is foreign income in Costa Rica. Services performed in Costa Rica are generally Costa Rican-source.
• Under-pricing the Costa Rican company in a two-company structure, leaving it with too little profit for the work it does.
• Paying dividends from a US corporation to Costa Rica, at 30% withholding with no treaty.
• Assuming a pensionado or rentista visa gives the digital nomad exemption. It does not.
• Skipping Form 5472 because the LLC owed no US tax.

Frequently asked questions

Can a Costa Rican citizen own 100% of a US company? Yes, without visiting the USA or holding a US visa.

Is income from my US LLC taxed in Costa Rica? Income for work you perform in Costa Rica is generally Costa Rican-source and taxable, whichever company invoices it. Genuinely foreign income, from US operations or assets, is generally not.

Is there a US–Costa Rica tax treaty? There is no income tax treaty. US dividends, royalties and related-party interest paid to Costa Rica are withheld at 30%.

I am on the digital nomad visa. Do I pay Costa Rican tax on my US LLC income? During the visa period, income from foreign employers or clients is exempt in Costa Rica, provided you do not work for the Costa Rican market. Your home country may still tax you.

Will my US LLC pay US tax? Usually not, with no US office, staff or agent. It files Form 5472 and a pro forma 1120 every year.

Do I need an ITIN? Not to form the company or obtain its EIN. See what is an ITIN and who needs one.

How UCB can help

We handle US company formation from Costa Rica remotely: the state filing, EIN, registered agent, US business address and bank application, and then the yearly federal returns through our US tax filing service. Your Costa Rican contador handles Costa Rican tax and the pricing between your Costa Rican and US companies, and we supply the US records they need. See our formation, EIN and bank account package ($348) and the Latin America guide.

Setting up a US company from Costa Rica? WhatsApp us at +1 315 961 2956 or email enquiries@ucbsolutions.com.