In short: an Estonian private limited company (OÜ) and a Costa Rican limited liability company (sociedad de responsabilidad limitada, S.R.L.) are both companies whose owners are liable only with their contributions. They differ in the founding document, in the capital rules, in how a share changes hands and in how the company's profit is taxed. This page sets the facts of both side by side from the official texts; it does not say which is better for you.

The facts side by side

The company and its owners: Estonian OÜ: One founder with one share is a valid company (Commercial Code § 148(1)); a shareholder is not personally liable for the company's obligations (§ 135(2), (3)); Costa Rican S.R.L.: The partners are liable only with their contributions, except where the law extends that liability (Código de Comercio, Law 3284, art. 75); the company cannot be formed by public subscription (art. 79); the articles read state no minimum number of partners
Founding document: Estonian OÜ: At a notary in Tallinn or by power of attorney; online without a notary for a founder with an e-residency card or Estonian ID card; Costa Rican S.R.L.: A founding deed (escritura constitutiva) with the contents the code lists; for a limited liability company the National Registry assigns the legal identity number automatically at registration, in place of a business name (art. 18)
Capital: Estonian OÜ: Share capital in euros (Commercial Code § 136); the smallest share has a nominal value of one cent (§ 148(1)); Costa Rican S.R.L.: The capital is represented by registered quotas (art. 78); the whole capital is subscribed at formation, each partner pays at least a quarter of each quota and the rest within one year (art. 80); the Constitutional Chamber annulled the former rule on the value of the quotas (resolution 3554 of 5 February 2025, noted under art. 79)
Transfer of a share: Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149); Costa Rican S.R.L.: Quotas are transferred only with the formalities of the code, never by endorsement, and a transfer affects third parties once it is in the company's minutes book or register of partners or has a certain date (art. 78); a quota can be assigned to a third party only with the prior consent of all partners, unless the founding contract allows a majority of at least three quarters of the capital (art. 85)
Yearly filing: Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179); Costa Rican S.R.L.: Not covered by the official texts used here
How company profit is taxed: Estonian OÜ: Corporate income tax is paid when profit is distributed; no income tax is paid on profit while it stays in the company — see how Estonia taxes company profit; Costa Rican S.R.L.: The tax on profits applies to profit-making activities of Costa Rican source (Income Tax Law 7092, art. 1); legal persons pay 30 percent, with lower rates for legal persons whose gross income stays below a threshold the law sets (art. 15)
VAT number: Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES; Costa Rican S.R.L.: Costa Rica is not a member state of the European Union

This is general information, not tax advice: in Estonia the tax becomes due when profit is distributed, and LexorCorp Global does not provide tax advice. The rule and its official sources are in the guide How Estonia taxes company profit.

What each route requires

Estonia. Customer due diligence by the service provider, a registered address in the commercial register and, if the company's address is abroad, a contact person in Estonia (Commercial Register Act § 24). A ready-made company or a formation at a notary needs no e-residency.
Costa Rica. A founding deed with the contents of art. 18 of the Código de Comercio, the whole capital subscribed and at least a quarter of each quota paid (art. 80), and the partners' consent rules for assigning quotas (art. 85).

How an Estonian company is obtained

Choose the route: a ready-made company that already exists, a new company formed at a notary or by power of attorney, or online formation with an e-residency card.
Order online and pay by card; the order form shows the total before you pay.
Identification. As a provider licensed by the Estonian Financial Intelligence Unit (FIU000117) we identify every client first.
Signing at a notary in Tallinn, by a power of attorney signed in your country, or digitally on the online route.
Register entry and documents in PDF by email.

Documents

For an Estonian company you are asked for an identity document and proof of address of the board members and beneficial owners; on the remote route a power of attorney signed before a notary in your country, as a rule with an apostille.

Prices of the Estonian routes

ready-made company: €900 Registered address and contact person service for one year are included. in person, €1,200 remote; with a VAT number €1,150 and €1,450;
new company: €950 Registered address and contact person service for one year are included. in person, €1,250 remote;
online formation for an e-resident: €950 Registered address and contact person service for one year are included..

The Estonian notary fees and state fees, the registered address and the contact person for the first 12 months are included in these prices. We do not form Costa Rican companies, and this page states no Costa Rican register fee.

Timeline

The Costa Rican articles used here set no number of days for the registration, and for Estonia this page states none either: the time depends on the notary's appointment, on customer due diligence and on the register. A ready-made company already exists, so only the transfer has to be done.

Limits of this comparison

It compares formation, capital, share transfer, yearly filing and the company's own tax rate, not the tax result for you: where a company is taxed depends on where it is managed and where its owner lives. If you will run an Estonian company from Costa Rica, see Estonian company run from Costa Rica.
Opening a bank or payment account is decided by the bank or payment institution in both countries.
The Costa Rican figures are those of SCIJ, the legal information system of the Procuraduría General de la República, in the current versions on the day they were read (24 October 2026) — the Código de Comercio (Law 3284) and the Income Tax Law (Law 7092) — and can change; the laws are in Spanish and the English wording is ours.

Official sources

The laws this article names, by the name of their official text, as read on 9 October 2026. For the Estonian acts we read the English translation in Riigi Teataja; the legally binding text is the Estonian one.

Commercial Code — Riigi Teataja, English translation
Commercial Register Act — Riigi Teataja, English translation

Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.

Estonian company (OÜ) or Costa Rican S.R.L.: the official facts compared