Form a Texas LLC from Costa Rica: Complete 2026 Guide

Why do Costa Rican founders look at Texas? Mostly because the state-level side is predictable. The filing fee is $300 ($300 online), the ongoing requirement is $0 franchise tax for LLCs with revenue below the no-tax-due threshold ($2.65 million for the 2026-27 report years), but a Public Information Report (PIR) must still be filed every year by May 15 regardless of revenue — a full franchise tax return is only required above the threshold, and the state applies no personal or corporate state income tax. Texas requires a public information report but does not always require individual member names to be listed depending on management structure. Keep in mind that the state says nothing about how Costa Rica taxes you; that depends on Costa Rica law and is covered further down this page. What Texas offers is a large home market and a clear no-tax-due threshold.

The case for Texas: you expect meaningful revenue and want a state with no personal or corporate income tax and a straightforward no-tax-due threshold, and you don't mind a higher upfront filing fee. The case against is simply that another state may suit your priorities better, and changing states after formation means closing the LLC and starting a new one.

Three things to do straight after formation. First, the paperwork: an Operating Agreement, and a note of the EIN letter's location (if it is lost, ask the IRS for Form 147C). Second, the money side: bank account, then Stripe or PayPal subject to their review. Third, the calendar: your Texas annual obligation ($0 franchise tax below the $2.65 million no-tax-due threshold, plus a Public Information Report every May 15 regardless of revenue) and the federal Form 5472 and pro forma 1120. Federal Beneficial Ownership Information reporting is not something you need to do: FinCEN's rule in force since August 14, 2026 permanently exempts all US-formed LLCs.

For a Costa Rica-based owner the order of operations is: registered agent first (you need their Texas address for the filing), then the Articles of Organization, then the EIN, then the bank account. The EIN application is Form SS-4; leave the SSN field as "Foreign" or "N/A". Calling the IRS international line (267-941-1099) is the fast route at about 45-60 minutes; faxing or mailing the form takes 4-6 weeks. Once you hold the EIN letter, bank and payment applications can begin.

A Costa Rican founder expecting large US revenue may prefer Texas: no state income tax and no franchise tax below $2.65 million. The Public Information Report is due every May 15 even when no tax is owed.

Over five years, the state-level cost of a Texas LLC is a $300 filing fee and nothing recurring, so $300 in total, before the registered agent. That makes Texas the second cheapest of the five states on this measure. The same arithmetic across the five states runs from $50 to $2,110. For a Costa Rican owner, the key question is whether the LLC's income counts as Costa Rican-source, so plan for a written view from a Costa Rican accountant before you form.

PwC's Costa Rica summary says income tax applies to local income whatever the taxpayer's nationality or residency, and defines Costa Rican-source income as income derived from assets used, goods located or services rendered within Costa Rican territory. That definition looks at where a service is rendered, so a founder who does the work while living in Costa Rica should ask an accountant whether the income is Costa Rican-source even when the clients are abroad. In 2023 Congress approved an amendment to clarify the treatment of passive foreign-source income, and the President partially vetoed it the same month, so check the current position. The American side is fixed: Form 5472 with a pro forma Form 1120 each year, with a $25,000 minimum penalty.

Budgeting for a Texas LLC from Costa Rica? The one-time state fee is $300 ($300 online). Every LLC then needs a registered agent (typically $100-150 a year); the EIN itself costs nothing when you apply to the IRS directly; and Mercury or Relay accounts are usually free. The yearly state-side item is $0 franchise tax for LLCs with revenue below the no-tax-due threshold ($2.65 million for the 2026-27 report years), but a Public Information Report (PIR) must still be filed every year by May 15 regardless of revenue — a full franchise tax return is only required above the threshold. Bundled, EasyBrise Global Launch costs $295 for year one with a registered agent included and $149 a year to renew.

Costa Rica is not on Mercury's prohibited-countries list, which is based on country of residence, and it is not on Relay's list, which looks at the citizenship and residency of the owners. Both banks run their own reviews, so approval is never guaranteed. Neither bank's published rules restrict international wires involving Costa Rica. Colones are converted to dollars when you fund the account, so compare the rate and any fee at your Costa Rican bank.

As a Costa Rican owner, your recurring dates look like this. State: the Texas Public Information Report is due every May 15, even when no franchise tax is owed. Federal: Form 5472 with the pro forma Form 1120 is due on the return due date, April 15 for a calendar-year LLC, extendable with Form 7004. For the one-off EIN call, the IRS line (6 a.m. to 11 p.m. Eastern) is open 5 a.m. to 10 p.m. Costa Rican time in US standard time (4 a.m. to 9 p.m. in US daylight time). Put the state date and the federal date in your calendar when the EIN arrives, because a missed Form 5472 carries a $25,000 minimum penalty.

Costa Rica's source rule turns on territory: assets used, goods located or services rendered within Costa Rica. A freelancer or consultant who delivers services from Costa Rica to foreign clients is exactly the case to put to a Costa Rican accountant. Keep contracts, invoices and records that show where each service was performed and where the client is, because the answer may differ between projects.

In September 2023 Costa Rica's Congress approved an amendment to the first article of the Income Tax Law to clarify how passive foreign-source income is taxed under the territorial system. The President partially vetoed the amendment on 14 September 2023, and Congress would have needed 38 votes to override. We could not confirm what happened afterwards, so do not rely on this guide for the current rule. Ask a Costa Rican accountant how dividends, interest and similar income from abroad are treated now.

Costa Rica does not appear on the lists of US income tax treaty partners we checked. In this case the gap matters little for foreign-source business income, because there is usually no second tax for a treaty to relieve. The rules that decide your outcome are the US rules for the LLC and for any US-source income.