Companies buying & selling

Society Constitution

In Costa Rica, it is widespread the use of Society constitutions because of liability issues, so that it is advisable for every property bought to enroll it on behalf of a different society. In the case of non-residents it is not possible for them to open or manage a business in a personal capacity, so we recommend the establishment of the society. The most common types of companies are ‘Sociedad Anónima’ (SA) and ‘Limited liability society’ (Srl), the difference between the two types of societies is that the SRL requires at least an Administrator and the SA requires at least a President, a Treasurer, a Secretary and a Vice president.

If the directors of the society do not reside permanently in the country, it is necessary to have a resident agent (must be a lawyer) to receive judicial or administrative notifications.

A society can be owned by a shareholder (100%) or share between several shareholders, being possible some limitations to the rights individually or jointly by the signature. To set up a company is only required a copy of the passport and some personal information (marital status, place of residence, profession, …), an name of fantasy and thanks to the digital government program, the company will be registered in about 48 hours .

Ministry of Taxation (Ministerio de Tributación)

In the case of Societies/Companies engaged in paid employment, they must register as taxpayers of income tax and/or sales, for issue invoices and submit the tax return.

Typically, small companies are subject to a simplified accountability and for the payment of these, that is, you only pay an average of 4% on monthly purchases and in some cases even less, depending on the type of products sold or activity done. The other system for the tax return is the ordinary system one in which companies are subject to income tax rates in the progressive form up to a maximum of 30%.

For more detailed information, our accountant is available to analyze each case individually.

Buy a property

To buy a property you should contact a Lawyer/Notary who will record a pre-contract with the conditions of purchase and if everything is OK, proceed with the formalization of the transfer the propriety and registration on the “National Register” which records all movable property and real estate in the country.

The costs for the transfer of real estate are approximately 3.2% of the property value, divided into corresponding transfer tax of 1.5%, corresponding to the payment of stamp of 0.5%, and about the 1.25% for legal fees.

The property tax is to be paid to the Municipality and corresponds to 0.25% of the declared value of the property. This payment is annual.

Buy an activity

As for the transfer of activities, you also need to contact a Lawyer/Notary who draws up a pre-contract with the manner of disposal and if everything is respected, proceed upon the sale of any equipment, to the right of passage key (with respective trade name rights), the drafting of a new lease with the owner of the building, and change the names of the operating permits and utilities. The costs for the transfer of activities are about 3.2% of the value of the activity itself.

Recall that our lawyer is always available for any clarification.