Almost nobody starts a business thinking about fights. There is enthusiasm, a good idea and, with luck, a team you trust. But when the first revenue arrives, an interested investor shows up, or a partner wants out, whatever was never put in writing tends to become a problem. This guide explains eight documents that help bring order to a startup and, above all, when it makes sense to use each one in Costa Rica.
An important note: not every business needs all eight documents. It depends on the legal structure, whether there are partners, the business model and the stage you are at.
Mandatory vs. recommended: the difference that matters
It helps to separate two groups:
- Formal requirements: those the law demands for the company to exist and operate, such as the incorporation deed and the company’s legal books.
- Private agreements: those nobody forces you to sign, but which prevent conflicts and make growth easier, such as the founders’ agreement, the NDA or the intellectual property assignment.
When incorporating the company: the essentials
1. Incorporation documents
If you decide to form a company (for example, an S.A. or an S.R.L.), the starting point is the public deed executed before a notary and its registration with the National Registry. From there come the bylaws, the legal representation and the legal entity ID (cédula jurídica). Other common steps follow: registration with Hacienda (the tax authority), the municipal business license, registration as an employer with the CCSS (social security) and a workers’ compensation policy if you will have employees. You should also review your obligations to report beneficial owners to the Central Bank.
Example: two friends launch an online store. Even if they trust each other completely, they need the company incorporated in order to invoice, open accounts and separate their personal assets from the business.
2. Founders’ agreement
It is not mandatory, but it is probably the most useful private document when more than one person is involved. It sets out who does what, how much time each person will dedicate, how ownership is divided and how decisions are made. It answers uncomfortable but necessary questions: what happens if one founder works full time and the other only part time? Who decides if there is a disagreement?
3. Co-founder exit clause
This is the one nobody wants to negotiate and everyone is grateful for later. It defines what happens if a founder leaves the project: whether they keep all of their shares or only part of them, whether the company or the other partners can buy them back, and at what price. It is often combined with a gradual rights acquisition scheme (vesting), which rewards staying with the company instead of handing everything out from day one.
This clause can be included in the founders’ agreement or in the shareholders’ agreement, but its wording must fit the bylaws and Costa Rican law.
When partners join or ownership grows
4. Shareholders’ agreement
While the founders’ agreement arises in the early stage, the shareholders’ agreement regulates the relationship between owners more comprehensively: voting rights, restrictions on selling shares, preemptive rights, decisions that require special majorities and dispute resolution. It becomes very important when a new partner or an investor joins.
5. Cap table
The cap table (capitalization table) is a record, usually a spreadsheet, that shows who holds what percentage and how it will change with new investment rounds. It does not replace the company’s legal books, such as the shareholder registry, but it helps you understand the impact of dilution.
Simple example: if you own 50% of the company and an investor comes in and receives 20% through newly issued shares, your percentage will drop, even though your shares still exist. With the cap table, you see it before you sign.
Team, information and creations
6. ESOP agreement
An ESOP (employee stock ownership plan) lets you offer shares or options to key team members as part of their compensation. It is a tool better suited to startups with growth plans. In Costa Rica it is not applied as a one-size-fits-all formula: its design should be reviewed with corporate, labor and tax advice, because the consequences change depending on how it is structured.
7. Non-disclosure agreement (NDA)
It serves to protect sensitive information when you share it with suppliers, potential investors, developers or partners. It is not mandatory, but it is very practical when your advantage depends on data, processes, customer lists or developments that are not yet public. It should be clear: what is considered confidential, for how long and what it may be used for.
8. Intellectual property assignment
If someone designs your logo, builds your app or creates content for your brand, do not assume the rights automatically pass to the company. An assignment document makes clear that the developments, designs, software and other assets created for the business belong to the company. It is especially important with freelancers, agencies and founders who contributed work before the company was incorporated.
Which ones do I need?
- You are starting out alone and selling simple services: prioritize formalization, your tax obligations and, if you work with third parties, a solid rights assignment.
- You have one or more partners: add a founders’ agreement, an exit clause and, when appropriate, a shareholders’ agreement.
- You are seeking investment: have your incorporation documents, cap table, intellectual property and NDAs in order.
- You want to attract talent with equity: consider an ESOP once you have a stable structure and a clear strategy.
A warning about the templates in circulation
Many templates shared on social media or in carousels are illustrative and mix legal references from different countries. That is why they should not be used directly as valid contracts in Costa Rica without professional review. A lawyer or notary can adapt them to your type of company, your bylaws and current regulations.
Conclusion
Before starting a company, spending a few hours talking and putting the key agreements in writing can save you months of conflict. Start with the essentials, add documents as the project grows, and remember that organizing the structure is not about distrusting your partners: it is about protecting the relationship and the business.
This content is for informational purposes only and does not constitute legal advice.