Shelf Crypto Company Costa Rica

Is a Ready-Made Company Right for Your Crypto Business?

May fit: foreign founders, financial groups and investors who want an existing company for international operations.

May not fit: buyers expecting anonymous ownership or guaranteed launch by a fixed date.

Needs review: payment services, derivatives and tokenization projects requiring additional permissions.

Which Regulatory Route Applies?

Digital Asset Activities to Assess

Crypto exchange: buying and selling cryptocurrencies for fiat currencies or other virtual assets, including over-the-counter (OTC) trading.

Virtual asset transfer: moving virtual assets between wallets or sending them to recipients.

Custody services: holding or controlling assets or access credentials.

Issuance-related financial services: supporting an issuer’s offering, sale or distribution.

These are activities to assess, not permissions included with the purchase. Token issuance, tokenization and hybrid fiat-payment models need separate classification, including target-market permissions.

What Does Company Acquisition Support Include?

Gofaizen & Sherle can coordinate:

• Company selection and legal due diligence on corporate history.
• Ownership transfer documents and required record updates.
• Updating anti-money-laundering and know-your-customer (AML/KYC) policies to match the buyer’s operations.
• SUGEF registration assessment and separately agreed filing support.
• Banking onboarding preparation and post-transfer guidance.
• Preparation of a legal opinion confirming the company’s status and the activities it is permitted to engage in.

Notarial work and government filings involve third parties. Providers make their own decisions.

Cost and Services Included in the Transfer

Before committing to a purchase, ask for current company listings and a written breakdown of the acquisition package. The selected company, document status and required changes determine the quote.

Documents and Information Required From the Buyer

• Identification, proof of address and details of the ultimate beneficial owners.
• Ownership structure and relevant corporate approvals.
• Evidence of source of wealth and source of funds.
• Business model, crypto activities and client geographies.
• Expected transaction flows, volumes and target markets.

The documents required vary with the buyer and the company structure being acquired.

What Affects the Transfer Timeline?

Preparation: whether you are ready to sign depends on how complete the documents are and what due diligence finds.

Transfer and records: to complete the transfer, the documents must be executed and any required filings and corrections made.

Regulatory review: applicable procedures determine registration or update timing.

Financial access: the provider sets its own review schedule.

Any estimate is indicative. Completing the company transfer and launching operations are two separate milestones.

Costa Rica’s Crypto Regulatory Framework

Law No. 10.961 added Article 15 quater to Law 7786. It sets obligations for VASPs to combat money laundering, terrorist financing and proliferation financing.

Under the law, a virtual asset service provider (VASP) is an individual or legal entity that performs one or more of the following activities as a business, for or on behalf of another person:

• Exchanging virtual assets for fiat currencies or fiat currencies for virtual assets
• Exchanging one virtual asset for another
• Transferring virtual assets on behalf of users or third parties
• Custody, deposit, administration or control of virtual assets or of the instruments that allow control over them
• Providing financial services related to the issuance, offering, marketing or sale of virtual assets

SUGEF supervises these obligations. Cryptocurrencies are not legal tender, a distinction also discussed in BCCR research.

Current Regulatory Status

Law No. 10.961 came into force on September 19, 2026, three months after publication. VASP registration with SUGEF is a statutory obligation for covered providers.

Before acquisition:

• Establish the selected entity’s current registration status.
• Confirm applicable implementing rules, filing procedures and any transition arrangements directly with SUGEF.

The statute’s implementation period is not an automatic grace period for buyers.

Ongoing Compliance Obligations

• Maintain an anti-money-laundering and counter-terrorist-financing (AML/CFT) program and a written risk assessment.
• Carry out customer due diligence and identify beneficial owners.
• Apply transaction monitoring, transfer controls and record keeping.
• Arrange confidential suspicious transaction reporting to the ICD’s Financial Intelligence Unit, including attempted transactions.
• Assign responsibility for compliance as required by the applicable supervisory rules.
• Keep registration details, ownership records, RTBF declarations and tax filings up to date.

The Transparency and Beneficial Ownership Register (RTBF) records the company’s ultimate owners. This is separate from incorporating the company.

Risks to Check Before Acquisition

• Liabilities that have not been disclosed, or missing past filings.
• Ownership records that are out of date, or registration obligations that remain unresolved.
• Missing permissions for activities in customer markets.
• Restrictions on relationships with regulated financial providers when required registration is missing.

Article 15 quater and Article 81 of Costa Rica’s Law No. 7786, as amended by Law No. 10961, address registration-related restrictions and sanctions.

How Are Banking and Payment Services Arranged?

• Prepare the KYC documents and information in the format the provider requires.
• Explain how funds will be settled, which currencies you will use and who the expected counterparties are.
• Check which activities and countries the provider accepts, and its conditions for a change of ownership or control.
• Where suitable, consider electronic money institutions (EMIs) or payment service providers (PSPs).

Gofaizen & Sherle supports preparation. Each provider decides whether to accept or retain the relationship.

How Territorial Taxation Applies

Costa Rica generally taxes income from local sources. Having customers abroad does not by itself make revenue foreign-source. Where the income-generating activity takes place matters.

Foreign passive income may be taxable under specific rules for multinational-group entities that lack qualifying local economic substance. Have corporate income tax, tax residence and reporting assessed for your situation. Do not assume international operations mean zero tax.

Ready-Made vs New Company

Other jurisdictions should be compared only against your services and customer markets.

Does a Ready-Made Company Include a Crypto License?

No. Buying the company does not mean acquiring a crypto license. The law expressly states that SUGEF registration is not an authorization or license to operate. SUGEF registration brings the business under supervision for compliance with anti-money laundering and counter-terrorist financing (AML/CFT) requirements.