Author: Gonzalo Gutiérrez

Private Interest Foundation Panama

Aug 25, 2025 | Commercial Law

Private Interest Foundation in Panama: 2025 Legal Guide for Families, Businesses, and Asset Protection

Quick take: A Panama Private Interest Foundation is a civil law structure for wealth management and estate planning. Its assets are legally separate from the founder and beneficiaries. It is not used for direct commercial operations, but it can hold shares in operating companies. Management lies with the Foundation Council, and an optional Protector may supervise key decisions. The structure is subject to Panama’s AML/CFT and FPADM regime.

In this clear, up-to-date guide we cover the key features, legal advantages, governance roles (Founder, Council, and Protector), limitations, compliance, and the steps to establish a private interest foundation in Panama. The goal is to help international investors, families, and businesses—especially in the United States—evaluate whether this structure fits their asset protection and succession planning strategy.

Table of Contents

Author: AG Legal Panama • Reviewed by: Corporate & Wealth Planning Team • Updated: Aug 25, 2025

What is a Panama Private Interest Foundation?

A Private Interest Foundation is a civil law structure created by a foundation charter for asset management and planning. It is not a commercial corporation nor an Anglo-American trust, though it shares certain wealth planning goals. The design enables legal segregation between the foundation’s assets and the personal assets of the founder and beneficiaries, so the foundation’s assets do not respond to personal liabilities of the founder or beneficiaries.

Benefits and common uses

  • Asset segregation: foundation assets constitute a separate estate from the founder/beneficiaries.
  • Succession planning: designate beneficiaries and distribution rules (letters of wishes, bylaws, guidelines).
  • Flexible governance: a Foundation Council with generally at least three adult members; one or more Protectors may be appointed.
  • Multi-jurisdiction reach: may hold assets in different jurisdictions and own equity in companies.
  • Confidentiality & purpose focus: not intended for direct commercial profit; prioritizes long-term wealth goals.

For legal purposes, the foundation’s assets form a separate estate. Generally, they cannot be subject to attachment, garnishment, or precautionary measures for personal debts of the founder or beneficiaries; however, they can respond for the foundation’s own obligations, for damages arising from the execution of its purposes, or to satisfy legitimate rights of beneficiaries.

Foundations are not used for direct commercial activities. They may, however, hold interests in companies that carry out business operations. They are subject to the Republic of Panama’s AML/CFT and FPADM compliance framework.

Who can establish it and with what initial assets?

One or more natural or legal persons may establish a foundation—directly or through representatives—while complying with legal formalities. An initial endowment (affected to the purposes of the charter) is required. The initial estate may be increased over time by the founder or by third parties. (Specific amounts and formalities should be confirmed on a case-by-case basis.)

Governance: Founder, Council, and Protector

  • Founder: the individual or company that creates the foundation and makes the initial contribution.
  • Foundation Council: responsible for administration; as a general rule, at least three adult members. A company may act as founder and as the sole member of the Council (corporate model).
  • Protector(s): supervises and may intervene in Council actions; can be granted voting rights over certain decisions.
  • Beneficiaries: those who may receive benefits under the foundation’s purposes and rules.
  • Key documents: Foundation Charter and, if desired, Bylaws / letter of wishes with private instructions.

Compliance and transparency (AML/CFT – FPADM)

Private interest foundations fall within Panama’s AML/CFT and FPADM framework. Appropriate due diligence, ultimate beneficial owner verification, and any periodic obligations must be addressed. Local legal advice is essential to define processes and supporting documentation.

Permitted and prohibited activities

  • Permitted: wealth administration; holding shares/interests in companies; investments; donations and philanthropic aims.
  • Not permitted (directly): commercial operations for profit. For operating businesses, the foundation may own a separate operating company.

Quick comparison: foundation vs. trust vs. corporation

  • Private Interest Foundation (civil law): assets affected to purposes; asset segregation; Council/Protector governance; succession and administration focus.
  • Trust (common law): fiduciary separation; a trustee with fiduciary duties; widespread in common law jurisdictions.
  • Corporation: created for commercial profit; not designed for estate planning (limited liability rules apply, but purpose differs).

How to set up a Private Interest Foundation in Panama (step by step)

  1. Define purposes and beneficiaries: wealth objectives, distribution rules, and governance guidelines.
  2. Choose name and Founder(s): individual(s) or company; appoint the Foundation Council (or a company) and Protector(s) if applicable.
  3. Draft the charter and, where appropriate, the Bylaws / letter of wishes.
  4. Provide the initial endowment allocated to the foundation’s purposes (future increases are possible).
  5. Registered agent and filings with the relevant authorities.
  6. Compliance: set up due diligence processes, UBO verification, and supporting documentation.
  7. Governance & controls: Council protocols, Protector’s powers, and internal records.

Frequently asked questions

Do foundation assets respond for the founder’s or beneficiaries’ personal debts?
Generally, no. The foundation estate is separate and does not respond to their personal liabilities.
Can the foundation carry out commercial activities?
Not directly. It may, however, hold shares in companies that perform the commercial activity.
Who manages the foundation?
The Foundation Council (generally at least three adult members). A Protector may be appointed with supervisory powers and, in some cases, voting rights.
Who can establish it?
One or more natural or legal persons, directly or through representatives, subject to legal formalities.
Is it subject to AML/CFT?
Yes. Appropriate due diligence and applicable obligations under Panama’s AML/CFT and FPADM framework must be observed.

Speak with our lawyers in Panama

Want to determine whether a Panama Private Interest Foundation fits your family or business planning? Our team offers end-to-end advice.

REQUEST A CONSULTATION

Registry of Shareholders in Costa Rica

Jun 5, 2025 | Commercial Law

Registry of Shareholders in Costa Rica: 2025 Legal Guide for Companies

The Registry of Shareholders in Costa Rica is a mandatory annual disclosure for all active legal entities, overseen by the Central Bank of Costa Rica, under Law No. 9416. It verifies shareholder identity and ownership via the Central Directo platform.

📌 What Is the Registry of Shareholders?

This registry (RTBF) collects and verifies identities and ownership percentages of shareholders and ultimate beneficial owners (UBOs) through the Central Directo platform.

Who Must File?

  • Corporations (S.A.) and Limited Liability Companies (S.R.L.)
  • Branches of foreign companies
  • General and limited partnerships
  • Trusts and private legal entities registered with the National Registry

When to File in 2025

  • Annual Filing: April 1 – April 30, 2025
  • First-time filing: Within 20 business days from registration
  • Ownership changes: Within 15 business days

Penalties for Non-Compliance

Fines may reach up to 2% of gross income (minimum 3 base salaries, max 100 salaries). Non-compliance restricts corporate certifications and legal standing.

⚠️ Important for Foreign Investors

Companies with foreign shareholders or complex structures must disclose Ultimate Beneficial Owners (UBO). Legal guidance is strongly recommended for compliance.

How AG Legal Can Help

Visit our Corporate Law Services for:

  • ✔️ Shareholder and UBO analysis
  • ✔️ Legal digital signatures (Firma Digital)
  • ✔️ Filing via Central Directo platform
  • ✔️ Legal representation through Power of Attorney

📋 Ready to File Your Registry of Shareholders?

Let our legal experts handle your filing quickly, accurately, and securely.

📞 Contact Us Now

Company Name in Costa Rica: Key Changes Law 10729

Jun 3, 2025 | Commercial Law

📌 Company Name in Costa Rica: What Changed in 2025?

Registering a company name in Costa Rica is no longer mandatory when incorporating a Sociedad Anónima (S.A.) or a Sociedad de Responsabilidad Limitada (S.R.L.).

Law no. 10729 is applicable as of 30 May 2025, which has already been published.

This reform modifies the Commercial Code of Costa Rica. Instead of a name, the National Registry assigns a unique corporate identification number (cédula jurídica) as the official identifier.

✅ Why Was the Company Name Requirement Removed?

The company name in Costa Rica had become a formal step with limited value due to frequent name duplication, delays, and higher registration costs. Law 10729 was introduced to simplify the process and eliminate unnecessary steps.

🔄 Company Name in Costa Rica: Before vs. After the Reform

🔙 Before 🔜 After
Registering a company name was optional. Company name is no longer required for S.A. or S.R.L.
Name had to be unique and checked for duplicates. Companies are identified by a corporate ID number.
Publication in La Gaceta was mandatory. No edict publication is required.

Now, instead of the name of your company, you must register your commercial name that works as a trademark, which is the correct way to protect your intellectual property before third parties, a process in which AG Legal has a specialised department.

📄 Can You Still Use a Company Name in Costa Rica?

Yes. Even though it’s not required, you can register a commercial name (nombre comercial) through the Intellectual Property Registry to protect your business identity legally and commercially.

Benefits of registering a commercial name:

  • Protects your brand in the market
  • Prevents third-party use of similar names
  • Improves customer trust and recognition
  • Enables legal enforcement of name rights

📰 Is Edict Publication Still Required?

No. According to Article 92 of the National Registry Regulation, when using a corporate ID number instead of a company name, no edict publication is required in La Gaceta.

⚠ Who Still Needs a Company Name?

  • Entities regulated by special laws (e.g., banks, financial institutions)
  • Foreign branches (Articles 226–233 of the Commercial Code)

📂 What About Companies Already in Process?

Companies with documents signed before May 30, 2025, may continue using the traditional format including a company name, until registration is finalized.

🖥 Updates to Online Platforms

Platforms such as Trámite Ya and CrearEmpresa are expected to update their systems. Check whether these forms still request a company name before submitting.

💬 Official Publication in La Gaceta Law 10729

Here is the official publication of Law 10729, see its scope of the day: Official Publication

🛡 Recommendations for Business Owners

  • Register a commercial name with the Intellectual Property Registry
  • Use “S.A.” or “S.R.L.” in all legal documents
  • Verify if your sector requires a company name by law
  • Avoid unnecessary publication costs in La Gaceta

💬 Frequently Asked Questions about Company Name in Costa Rica

Is a company name required to register a business in Costa Rica?

No. Since May 30, 2025, company names are no longer required for S.A. or S.R.L. registrations in Costa Rica. A corporate ID number is now used as the legal identifier.

Can I still use a company name in Costa Rica?

Yes. You can still register a commercial name with the Intellectual Property Registry to protect your brand legally and strategically.

Do I need to publish an edict in La Gaceta?

No. If you don’t use a company name, the edict publication is no longer required, saving time and money during incorporation.

Who is still required to use a company name?

Entities regulated by special laws (like banks) and foreign branches must still include a legal company name under the Commercial Code.

What happens with companies registered before May 2025?

Companies already in process before May 30, 2025, are governed by the previous law. No modifications are required unless changes are made.

🤝 Need Help Navigating the Reform?

At AG Legal, we guide local and international clients through:

  • Incorporating businesses under Law 10729
  • Registering commercial names and trademarks
  • Corporate compliance and legal due diligence

Mandatory Email Registration Costa Rica: Law 10.597

Jun 2, 2025 | Commercial Law

📬 Mandatory Email Registration for Corporate Entities in Costa Rica (Law No. 10.597)

Starting June 4, 2025, Costa Rica will require email registration for companies as a mandatory legal step under Law No. 10.597. This reform obligates all legal entities—new or existing—to register an official email address with the National Registry for receiving legal and administrative notifications.

This measure, supported by Directive DPJ-002-2025 and published in La Gaceta No. 98 on May 30, 2025, is a critical shift toward digitalization and corporate compliance in Costa Rica.

📌 Why Email Registration for Companies Matters

This new regulation is part of Costa Rica’s strategy to modernize its corporate legal framework. By making email registration for companies a legal requirement, the country aims to streamline judicial and administrative communications, reduce delays, and eliminate outdated notification methods.

You can access the Law in this link: Official Law 10597

✅ New Company Formation: Email Required Immediately

All companies incorporated after June 4, 2025 must include a valid email address in their articles of incorporation. Omitting this requirement will result in a registration rejection by the National Registry.

🚫 Email omission = registration error

If the official email is not included in the incorporation documents, the process will be legally invalid until corrected.

🕒 Existing Companies: One-Year to Comply

Companies already registered have until June 4, 2026 to complete their email registration. This must be done through:

  • A public deed executed by the legal representative or general attorney
  • The protocolization of a shareholders’ meeting resolution

📰 Mandatory Gazette Publication

Since this update modifies the corporate charter, an official notice must be published in La Gaceta.

At AG Legal we help you with this official publication.

💼 Key Legal Changes in Law 10.597

  • Email registration for companies becomes a binding legal requirement
  • The resident agent role is eliminated (its inclusion will be considered a registration defect)
  • Email address must be stored exactly as stated in the legal document

💰 Exemptions from Fees

If the only change being filed is email registration, no stamp duties or registration fees will apply. However, if additional amendments are included, regular costs will be assessed.

🛡️ Responsibilities of Companies and Legal Representatives

  • Ensure the email is valid, active, and accessible
  • Verify the spelling and format before filing
  • Clearly declare in the deed that the email will be used for official notifications
  • Handle future changes through proper legal channels

❗ What Happens If You Fail to Register?

As of June 5, 2026, companies that have not completed their email registration will be unable to process any further filings. All requests will be rejected until the registration is corrected.

📋 Best Practices for Compliant Email Registration

  • ✔ Double-check that the email address is spelled correctly
  • ✔ Confirm the email is monitored regularly by authorized personnel
  • ✔ State explicitly in legal documentation that the email is for notifications under Law 10.597
  • ✔ Update promptly if the email changes in the future

If you need more information about the type of companies in Costa Rica, you can find it here: Companies in Costa Rica

🚀 Moving Toward Digital Compliance in Costa Rica

Email registration for companies is more than just a new requirement—it’s part of Costa Rica’s evolution toward digital efficiency in corporate governance. It enables faster, traceable, and secure communications between businesses and public authorities.

🤝 How AG Legal Can Help

At AG Legal, we guide local and international companies through:

  • Email registration under Law 10.597
  • Compliance with Costa Rica’s corporate regulations
  • Business formation, restructuring, and legal updates

📩 Need help with your company’s email registration?

Our legal experts will handle the entire process and ensure your business complies with Costa Rican law.

Contact AG Legal

Lawyers in Costa Rica: Real Estate, Immigration & Corporate Specialists

May 28, 2025 | General

🇨🇷 Lawyers in Costa Rica: Real Estate, Immigration & Corporate Specialists

At AG Legal, we provide strategic legal solutions for foreign investors, expats, retirees, and entrepreneurs relocating or doing business in Costa Rica. Our attorneys combine deep local expertise with international standards, ensuring you receive reliable, personalized service every step of the way.

🔍 Why Hire a Lawyer in Costa Rica?

Whether you’re buying property, applying for residency, or starting a business, the Costa Rican legal system can be complex. A knowledgeable attorney helps you:

  • Avoid legal pitfalls and ensure compliance.
  • Protect your assets and investments.
  • Simplify immigration procedures.
  • Incorporate and operate your business legally.

💼 Our Legal Services

🧱 Real Estate Law

We conduct full due diligence, title verification, contract drafting, and registry processes to protect your real estate investment.

🛂 Immigration Law

Whether you’re applying as a pensionado, rentista, investor, or digital nomad, we streamline your residency application with precision.

🏢 Corporate Law

We guide entrepreneurs and corporations in business registration, shareholder structures, compliance, contracts, and ongoing legal support.

🔗 Useful Links for Foreigners in Costa Rica

📚 FAQs About Attorneys in Costa Rica

Do I need a lawyer to buy property in Costa Rica?

Yes. An attorney ensures clear title, prepares contracts, and handles due diligence to prevent fraud or ownership disputes.

Can AG Legal help me get residency?

Absolutely. We manage all immigration filings for retirees, digital nomads, investors, and families relocating to Costa Rica.

Is it hard to start a company as a foreigner?

Not with the right legal guidance. We help you incorporate quickly, meet all tax requirements, and protect your liability.

Ready to Invest, Relocate, or Launch a Business in Costa Rica?

AG Legal is your trusted partner for legal certainty in real estate, immigration, and corporate law.


📩 Contact Our Legal Team


Free Trade Zone Costa Rica: Understanding the Benefits & Insights

Mar 7, 2025 | Commercial Law

Free Trade Zone Costa Rica: A Comprehensive Guide for Investors

Costa Rica’s Free Trade Zone (FTZ) system offers a highly attractive investment environment for businesses, with tax exemptions, streamlined procedures, and global competitiveness. This guide answers the most important questions for those considering the FTZ regime in Costa Rica.

Click to display the information:

Understanding the Free Trade Zone Regime in Costa Rica

Costa Rica’s free trade zone regime is a government initiative designed to attract foreign investors by offering businesses tax exemptions and incentives to encourage economic growth. Managed by PROCOMER (Costa Rican Foreign Trade Promoter), this regime provides companies with tax advantages and investment incentives to promote competitiveness.

Applicable to industrial parks, service sectors, and manufacturing companies that meet compliance criteria.

Frequently Asked Questions about Free Trade Zone in Costa Rica

What are the main investment thresholds?

Investment requirements depend on your business sector. PROCOMER typically requests minimum fixed asset investments, number of employees, and annual revenue projections. Requirements vary depending on whether the company is located inside or outside the Greater Metropolitan Area (GMA).

Can I export services from the Free Trade Zone?

Yes. Services such as software development, consulting, call centers, and shared service centers (BPO) can operate within the FTZ and export their services globally, enjoying the same tax exemptions as product exporters.

Are there environmental compliance requirements?

Yes. Companies must comply with Costa Rica’s national environmental laws. This includes obtaining environmental permits (SETENA) depending on the type and size of the operation, particularly for industrial or manufacturing activities.

How long does it take to join the Free Trade Zone Regime?

The approval process through PROCOMER can take between 3 to 6 months, depending on the completeness of your application, investment documentation, and pre-approval steps with other government institutions.

Are there FTZ benefits for small or medium businesses?

Yes. SMEs that export a percentage of their services or goods can benefit from the Free Trade Zone regime, especially if located outside the GMA. The Costa Rican government provides additional incentives for rural and non-metropolitan zones.

Can I own the property where my FTZ company operates?

Yes. You can own or lease the real estate where your company operates. However, FTZ companies must be physically located in authorized industrial parks or designated Free Trade Zone areas approved by PROCOMER.

Inactive Companies Income Statement

Jan 16, 2025 | Commercial Law, Taxes

Inactive Companies Statement for Costa Rica — How to File Form D-101

Inactive Companies Statement for Costa Rica

The Inactive Companies Statement in Costa Rica is submitted using the Simplified Income Tax Return (Form D-101) through the Ministry of Finance’s Virtual Tax Administration (ATV). The simplified form was made available as of January 1, 2022 and covers the applicable fiscal periods designated by the Tax Authority.

Quick step-by-step (copy-paste checklist):

  1. Confirm registration code: verify your company is registered under activity code 960113 (inactive companies).
  2. Update legal data: ensure legal representative and tax address are current at the National Registry and RUT/ATV.
  3. Value assets: list and update market/value of assets (real estate, vehicles, shares, bank positions).
  4. Access ATV: log in to the ATV portal and choose Form D-101 (Simplified Income Tax Return).
  5. Complete & submit: fill the form, attach supporting figures and submit before the applicable deadline.

Professional accounting/legal assistance is recommended to ensure correct valuations and avoid penalties.

Inactive Companies Statement for Costa Rica — Detailed Step-by-Step

1. Who must file?

Companies that are legally constituted in Costa Rica and do not carry out income-generating economic activity — typically registered under activity code 960113 — must file the simplified return.

2. Legal basis (brief)

The obligation to declare is part of the broader tax reforms and rules introduced with the fiscal-strengthening reforms; the Tax Authority and Ministry of Finance issued guidance and the simplified form to collect information from inactive entities.

3. Preparatory checklist (what to gather before you file)

  • Legal representative’s full name, ID and email / contact info.
  • Registered tax address and confirmation it matches the National Registry records.
  • Complete list of assets (real estate, vehicles, shares, bank balances) and updated valuations as of the reporting date.
  • Basic accounting summary or balance sheet for the periods required (the simplified Form D-101 will request summary figures).
  • Access credentials for the ATV system (create or confirm your user if needed).

4. Filing procedure (step-by-step)

  1. Verify registration & status: confirm the company is registered under code 960113 or the proper RUT entry.
  2. Update records: if needed, update the legal representative and tax address in the National Registry and on ATV.
  3. Prepare valuation support: obtain market values, appraisal reports (if available) or accounting records that justify asset values.
  4. Log in to ATV: access https://www.hacienda.go.cr/ATV and select Form D-101 (Simplified Income Tax Return).
  5. Complete the D-101: enter the required summary data for the indicated fiscal periods, attach explanations or supporting docs as applicable.
  6. Submit and save confirmations: submit the return and download/keep XML or PDF confirmation and submission receipt.
  7. If applicable, follow up: if the Tax Authority requests additional information, respond promptly to avoid penalties.

5. Deadlines and special notes

The simplified D-101 form was made available for filing beginning January 1, 2022 and subsequent guidance or extensions have been published by the Ministry of Finance — check ATV or official releases before filing.

6. Distinction vs other returns

Filing the simplified D-101 does not automatically replace other fiscal obligations (e.g., municipal taxes, annual real estate declarations, or other informational forms such as D-195 when required). Check the specific resolution text and guidance to confirm which forms apply to your situation.

7. Recommended support

We recommend working with a Costa Rica-based accountant and/or tax lawyer for valuation methodology, correct coding (960113) and to confirm whether your entity needs only D-101 or also a D-195 for any given fiscal period.

Need assistance? Contact AG LEGAL for full support completing and submitting the Inactive Companies Statement (Form D-101) through ATV.


 

Starting a Business in Costa Rica: Tips and Steps

Nov 5, 2024 | Commercial Law, General

Company Formation · Costa Rica

How to Start a Business in Costa Rica – Complete Legal Guide (2025)

Starting a business in Costa Rica is a smart move for entrepreneurs targeting the U.S.–LatAm corridor. With political stability, strong rule of law and FTA access, Costa Rica is a prime destination for company registration, business licenses and nearshore operations. AG Legal has guided hundreds of foreign founders through incorporation, tax, social security and banking—end‑to‑end. Schedule a Consultation

Why Choose Costa Rica for Your Business?

  • Strategic location: access to North & South America; ideal for U.S. investors and nearshoring.
  • Political & legal stability: reliable courts and pro‑business regulatory environment.
  • Sustainability leadership: great fit for eco‑tourism, renewable energy, agtech.
  • Talent & FTAs: bilingual workforce; trade access to U.S., EU and Asia.

Business Structures: S.A. vs SRL (LTDA)

Sociedad Anónima (S.A.)

  • Corporation with limited shareholder liability.
  • Flexible for boards, investors and complex share structures.
  • Good for larger or growth‑oriented operations.

Sociedad de Responsabilidad Limitada (SRL / LTDA)

  • Limited liability company; simpler governance.
  • Common for SMEs and new entrants.
  • Ownership via quotas; straightforward compliance.

Foreign Investors & Immigration

Foreigners may own 100% of a Costa Rican company. Residency isn’t required to own, but is required if you will work in the company. AG Legal supports:
  • Residency / work authorization pathways for founders and executives.
  • Corporate governance, registered address and compliance.
Can I run the business from the U.S. while I set up?
Yes. Many clients start remotely and apply for residency once operations begin. We structure representation so your company can function from day one.

Municipal Business License (“Patente”)

  1. Submit: incorporation docs, corporate tax ID, zoning/health permits if applicable.
  2. Sector permits: e.g., restaurants (health & safety), construction (engineering boards), tourism (ICT).

Open a Corporate Bank Account

You will typically need: company formation documents, corporate tax ID and valid identification. Through partners (e.g., Banco de Costa Rica), we coordinate KYC/AML to expedite onboarding.

Taxes & Social Security (CCSS)

Companies pay corporate income tax (tiered by revenue) and must contribute to the Costa Rican Social Security Fund (CCSS). Our sister firm AG BPO Services manages accounting, payroll and filings for full compliance.

Opportunities & Challenges

Opportunities: tech & shared services, eco‑tourism, renewable energy, specialty agriculture, medical devices. Challenges: permitting timelines, documentation standards and higher operating costs relative to neighbors—mitigated by stability, talent and legal certainty.

Frequently Asked Questions

How long does company registration in Costa Rica take?
Most incorporations can be structured in a few business days once documentation is complete. Sector permits and municipal licenses can add time depending on activity and location.
Do I need to be in Costa Rica to incorporate?
No. With proper powers of attorney and notarizations, we can complete most steps remotely and schedule in‑country tasks when convenient.
Which is better: S.A. or SRL?
SRL (LTDA) is simpler for SMEs; S.A. offers more flexibility for boards/investors. We recommend based on ownership, governance and financing plans.

Start Your Business in Costa Rica with AG Legal

Whether launching a startup or a U.S. subsidiary, our team handles company formation, tax, CCSS, licensing and banking. Speak with our corporate experts today. info@aglegal.com

Costa Rica Real Estate

Aug 27, 2023 | Real Estate Law

Costa Rica Real Estate Legal path for homes for sale

Are you dreaming of a new life in a tropical paradise to invest in? Welcome to Costa Rica, a beautiful country with a lot to offer expat investors.

Imagine waking up to the sound of waves crashing on the shores of a beautiful beach or enjoying your morning coffee on your ocean-view balcony. Now, wake up! let’s talk about the legal considerations in reality.

Exploring Costa Rica’s Real Estate Options

This market is a tapestry of possibilities, offering real estate listings of homes for all tastes, from a warm house for your rest to a luxurious ocean view villa for a 5-star vacation, but “not all that glitters is gold”; you should seek advice from a recognized and solid firm as AG Legal, do not rely only on a Real Estate agency that could be composed of foreigners or Costa Ricans without a license, explore the featured properties for owning a dream home in Costa Rica, but take precautions to avoid turning your dream into a nightmare.

Real Estate Investment Prospects:

Tamarindo, Liberia, Jaco, Uvita, Dominical, Matapalo, Samara, Santa Teresa, Flamingo, Arenal, and Nosara.

The Costa Rican real estate market is booming, and prices are steadily increasing. However, there are still several affordable properties available, especially in rural areas. The most popular and expensive areas for expats include San José, the capital, and the beach towns of Guanacaste, Puntarenas, and Alajuela like Tamarindo, Liberia, Jaco, Matapalo, Uvita, Dominical, Manuel Antonio, Samara, Santa Teresa, Flamingo, Arenal, and Nosara.

Doing business in Costa Rica is very possible and open to US, Canadian and European citizens; very tolerable if you have a legal team dedicated to your needs and deadlines to complete your investment project or move to Costa Rica.

Steps to buy safely and correctly.

The first mistake you should not make is to be rushed; try not to let the real estate agents put too much pressure on you to close a sale; as a foreigner, they can see you as a sales commission. Understanding the legal landscape of property in Costa Rica is essential; there are many properties for sale and investment opportunities, with conditions that must be previously reviewed, such as the complexities of the land, construction, institutional permits, complete review of property taxes, title transfers, safe ways to transfer purchase money, neighborhood where it is located, construction plans, swimming pool permits and legality of the person signing the transfer.

Some of the real estate agents in Costa Rica are unaware of everything, and they generate work for us Lawyers later.

Learn about the process from a legal practice perspective:

  1. Request your visa to enter the country; if you are a US or Canadian citizen, you do not need a visa. if you are from another country, have a look at our publication in this regard CLICK HERE
  2. Meet with your lawyer to start collecting the requirements to apply for a residence in the country. there are several types, but if you are determined to buy a property, the residence that best fits your profile is the investor residence, the government of Costa Rica has implemented a new law with benefits to attract foreigners to the country, and the ideal is that while deciding to buy your property, you also collect the official documents required to upload the residency application.
  3. Visit the property with a legal team; the experience of attorneys goes beyond the normal vision of a person who is enthusiastic about a beautiful property; therefore, due diligence is started to verify that this property is optimal and not a fraud, in Costa Rica there are many good people, but there are also those who seek to take advantage of foreigners. Your lawyer will check if the property is subject to a lease. This may be a problem, depending on the legal term the tenant has left.
  4. Make a purchase option contract drawn up by your lawyer; this is a contract of commitment to sell the property in exchange, usually for an advance of money. This contract protects the purchase against impossibilities that arise along the way to the property purchase.
  5. If, in the said period, you need to leave Costa Rica, you can grant a power of attorney to your lawyer or anybody else to take care of the purchase process; likewise, it is recommended that the money destined for the purchase be managed by a “trust” or “escrow” and once everything has been reviewed and you have the approval of your legal representative, authorize your payment to the seller, so your money will be safe. AG Legal, due to its experience, has a “Trust” company registered with the Costa Rican Regulatory Authority for these procedures, a client facility.
  6. Once the property is purchased, your residency application will be completed, and you can begin your new life in Costa Rica with peace of mind.

Costa Rica Tax Implications:

There are taxes involved in purchasing real estate which you need to know about:

Property transfer tax: This is 1.5% of the value of the transaction.

Legal fees: These are usually between 1-2% of the property’s sale value.

Government Fees: They are mandatory for the effective registration as a new owner in the National Registry of Costa Rica, it provides legal security as an owner, and these are paid at the same time as the property transfer tax, normally.

Capital gains tax: This tax is equal to 15% of the gain on the sale of the property. The first time the property is sold, you can choose between paying 2.25% of the property’s value transaction or 15% on the gain. All subsequent sales will pay 15% of the gain. This tax does not apply if you sell your primary residence.

Taxes on rentals: 13% VAT applies to rentals for more than 1.5 monthly basic salary (approx. 680,000 colones). Applies to the total amount paid monthly.

Commercial rentals: 13% VAT applies to the entire rental amount, with no exceptions. Small and medium-sized companies can have a different VAT treatment if they are registered before the MEIC.

Property transfer tax: This is 1.5% of the value of the transaction or the value registered, whatever is the higher.

Legal fees: These are usually between 1-2% of the property’s sale value.

Never miss the tax of a luxury home!

The Costa Rican government has created a tax law on luxury homes; for the year 2023, the owners of properties with a value greater than one hundred and forty-eight million colones (¢148,000,000.00) will be obliged to make the payment of this solidarity tax, which is described below:

RATE STEP  TO APPLY

Up to ¢371,000,000.00 0.25%

On the excess of ¢371,000,000.00 and up to ¢744,000,000.00 0.30%

On the excess of ¢744,000,000.00 and up to ¢1,116,000,000.00 0.35%

On the excess of ¢1,116,000,000.00 and up to ¢1,490,000,000.00 0.40%

On the excess of ¢1,490,000,000.00 and up to ¢1,859,000,000.00 0.45%

On the excess of ¢1,859,000,000.00 and up to ¢2,333,000,000.00 0.50%

On the excess of ¢2,233,000,000.00 0.55%

Almost all dream homes in Costa Rica with pools and luxury structures, especially in the capital and Guanacaste province, must pay this solidarity luxury tax.

Buying Property in Costa Rica – Customs:

The buyer of the property can choose the notary of his choice for the purchase. However, he pays 100% of the notary fees.

Even though the rule is upon agreement by both parties, usually, the buyer pays all expenses and transfers taxes.

The seller must help in the due diligence to obtain the correct information, the identification number of the property, the cadastre plan, proof of being up to date with the payment of public services, being up to date with municipal taxes, building permits in order and last information in case the property is mortgaged before a financial entity in Costa Rica. The seller assumes payment to real estate agents (realtors) in Costa Rica.

The term for the eviction of the property is agreed between the parties. ¡Be careful if there are tenants!

Questions about Costa Rica real estate

How much does it cost to get a real estate license in Costa Rica?

In Costa Rica, there is a Costa Rican Chamber of Real Estate Brokers, which offers official courses to approve your incorporation as an Associate. The Government of Costa Rica passed a law that requires all real estate agents and property managers to be registered with SUGEF. SUGEF authority oversees all banking, investment, and monetary transactions. For example, escrow agents and trust companies are registered with SUGEF. So, the cost is not that high, but it requires time and formalities before the authorities.

How much do real estate agents cost in Costa Rica?

Most listing brokers in Costa Rica charge a commission of 5% to 8% on successful sales transactions; they also charge a residential rental commission equivalent to 1 month + VAT, a commercial/industrial rental commission of 5% of the total value + VAT, vacation rental of 15-25% of the value + VAT.

Can a US citizen buy a property in Costa Rica?

Yes, a US citizen can buy property in Costa Rica. The Costa Rican constitution grants the same property rights to foreigners as it does to Costa Rican citizens; as long as you pay attention to the step-by-step that we gave you previously, any foreigner can buy properties in Costa Rica.

Is it worth buying property in Costa Rica?

Yes, it is worth the risk to invest in Costa Rica if you do it with legal advice; this is the only way to enjoy tax incentives linked to the laws applicable to foreigners, and you will not be subject to fraud or overvalued sale, if you try to buy property as a foreigner without help you are likely to acquire a problem.

For example, residency investors may qualify for credits and benefits such as reduced rental income taxes, capped capital gains taxes, and estate and transfer tax exemptions.

Where is the cheapest place to live in Costa Rica?

The cheapest places to live in Costa Rica are in the provinces of Cartago and Limón, where you will find less touristy towns and where real estate is much cheaper than in other places where foreigners usually choose to retire. Other cheap places to live and buy land are San Ramon, Grecia, Nicoya peninsula, San Isidro, and Atenas.

What is the average price of a house in Costa Rica?

The price can vary depending on the location, house size, and amenities. For example, a three-bedroom house at Hermosa in the Central Pacific region might be $190,000, a house in Cartago in the Central Valley might be $150,000, and your next beach home in Playa Flamingo might be $350,000. Though these prices are just an idea, you need to be advised by a good realtor, who can lead you to what you are looking for. you can find wonderful properties that are for sale in Costa Rica.

What is a residency for investors in Costa Rica?

You may qualify for temporary residency as an investor in Costa Rica if you or your spouse are willing to invest USD 150,000 in a business or real estate properties in Costa Rica, or USD 100,000 in a forestry project.

Under this category, the principal applicant may receive residency for a spouse and children as dependents and is valid for 2 years.

It can be renewed for another 2 years if you keep the project you invested in (business, property, etc).

After 3 years of holding temporary residency, you will become eligible for permanent residency.

Amenities and features that Costa Rica offers

Without a doubt, you can generate a great business in the world of real estate; you can sell and buy in this tropical paradise, from luxurious beachfront villas to cozy condos tucked away in gated communities throughout Costa Rica, offers a diverse range of properties that cater to every taste, you can find a from luxurious beachfront villas to cozy condos tucked away in gated communities, vacation home, apartments for sale, single family homes for sale, luxurious houses or find commercial real estate properties.

Navigating this market is made easier with Costa Rica’s diverse listings, and we at AG Legal can help you find your dream property in the best of Costa Rica.

Your Real Estate and Immigration Allies

With our assistance, you’ll unlock the full potential of Costa Rican real estate and business prospects; visit our offices located in the best part of downtown San José, Barrio Escalante. You’ll love talking about listing in Costa Rica and having lunch in one of the delicious restaurants surrounding our office.

Your Costa Rican dream starts here.

Contact us at:

info@aglegal.com

Reinstaling of dissolved companies

Aug 1, 2022 | Commercial Law, Taxes

🧾 Reinstating Dissolved Corporations in Costa Rica (Law 10255): Complete Legal Guide

On May 31, 2022, Costa Rica enacted Law No. 10255, published in the Official Gazette (La Gaceta No. 100), introducing a legal process for the reinstatement of dissolved corporations. The purpose is to reactivate commercial entities and stimulate the national economy by allowing previously dissolved companies to recover their legal status.

✅ Who Can Reapply for Reinstatement?

According to Law 10255, corporations that were dissolved under the following conditions are eligible to apply for reinstatement:

  • Dissolution due to non-payment of the Legal Entities Tax
  • Expiration of the company’s legal term as per Law No. 9428
  • Expiration defined in the company’s articles of incorporation (Article 201, Commercial Code)

The request must be submitted within three years from the official date of dissolution through the National Registry’s Department of Legal Entities.

📋 What Are the Requirements?

  • All outstanding taxes, penalties, interests, and legal obligations must be paid in full.
  • The request must be submitted by the corporation’s legal representative.
  • Corporations must also comply with Law No. 9416 (Anti-Tax Fraud Law), by submitting the Ultimate Beneficial Ownership Declaration within 2 months of reinstatement.

⚠️ How Does This Differ from the 2017 Reinstatement Law?

Unlike the 2017 reinstatement window, which required all tax arrears to be settled by December 15, 2017, Law 10255 does not impose a specific deadline for repayment. This makes reinstatement more flexible and accessible to a broader range of dissolved companies in Costa Rica.

Need Legal Assistance to Reinstate Your Corporation in Costa Rica?

Our legal experts at AG Legal can guide you through the reinstatement process, handle filings, settle outstanding taxes, and restore your legal status in full compliance with Costa Rican law.

Contact AG Legal Today

How to Appeal a Property Tax Appraisal in Costa Rica

May 9, 2020 | General

How to Appeal a Property Tax Appraisal in Costa Rica

If your property appraisal in Costa Rica seems unfair or inaccurate, you have the right to challenge it. This guide explains the legal framework, the appeal process, and how AG Legal can help you protect your property rights and avoid excessive tax burdens.

Property Appraisals: The Legal Basis

The appraisal of a property for tax purposes must be conducted according to the Base Values per Constructive Typology Manual, established by the Technical Standardization Department of the National Treasury.

Each property assessment must include a detailed description of the construction type, installations, and any improvements within the lot.

Understanding these requirements allows taxpayers to verify whether their appraisal complies with established technical and legal norms — and to appeal if it does not.

When Can You Appeal an Appraisal?

  • Non-compliance with the Manual: If the appraisal ignores or violates the procedures, it can be challenged.

  • Errors in Construction Data: Incorrect details about square meters, materials, or improvements may lead to an unfair tax burden.

  • Disproportionate Property Tax: When the assessed value is higher than market reality, owners can request annulment or correction.

The Property Tax Appeal Process in Costa Rica

The law provides a clear escalation path for taxpayers who wish to challenge an appraisal:

  1. Motion for Revocation: File this with the Property Department of the relevant Municipality.

  2. Appeal before the Municipality Council: If the revocation is denied, you may escalate to the Council.

  3. Administrative Tax Court: If the appeal is rejected, you have 15 business days to submit a final appeal to the Administrative Tax Court.

The Administrative Tax Court makes the ultimate decision on whether a new appraisal will be ordered.

Checklist: Before You Appeal

  • Copy of the appraisal report, to compare against technical requirements.

  • Evidence of errors, such as photos, plans, or documents showing inaccuracies.

  • Legal review, to ensure the appeal is filed within deadlines and with proper arguments.

How AG Legal Can Help

At AG Legal, our tax and property law experts assist property owners in:

  • Reviewing appraisals for technical and legal compliance.

  • Filing motions and appeals on time.

  • Representing clients before Municipalities and the Administrative Tax Court.

  • Reducing unfair property tax burdens through effective legal defense.

Contact us for legal assistance or learn more about our tax law services.

Final Thoughts

Property tax in Costa Rica is a legal obligation, but it must be fair and technically accurate. If you believe your appraisal is flawed, you have the right to challenge it. Acting promptly and with expert legal support is the best way to protect your investment.

Double Taxation

May 9, 2020 | Taxes

Today, commercial activity has become increasingly globalized, with many companies expanding their operations across international borders. When a company operates in multiple countries, a dilemma suddenly arises: where should its income be reported? Where should taxes be paid?

Every country has its own tax regulations, and, as per its sovereignty, a company may be required to pay taxes in the countries where it conducts its business.

It was in search of tax justice that the principle of double taxation was conceived and developed. This principle prohibits governments from taxing the same individual for the same concept or activity.

This predicament has led nations to establish various measures to avoid double taxation. Internal legislation has been enacted to regulate this issue, but faced with the impossibility of completely solving the problem, countries have resorted to international treaties in order to reach a more integral solution.

Costa Rica has joined this initiative and currently has signed treaties with Spain, United States and with some Central American countries.

The existence of these agreements in order to avoid double taxation is essential to promote foreign investment, as they provide legal security to investors and reduce taxation to such investments, and ultimately avoid for investors, disadvantageous scenarios for competitiveness.

Currently, the potential admission of Costa Rica to the Organization for Economic Cooperation and Development (OECD), will further impulse this initiative, since one of the objectives of the entry of Costa Rica to this organization is to improve the business climate within the country and ensure the security of the investments made in national territory.