Asset Deal or Share Deal: Structuring a High-Value Costa Rica Property Purchase

In Costa Rica a property can be acquired two ways: by transferring the title itself, or by buying the shares of the company that already holds it. The tax argument that once favoured the share route has largely closed through Law 9069 which extended the 1.5% transfer tax to share transfers of the holding corporation. What remains is a risk decision, and at high transaction values it is the decision that matters most.

The two routes

Published figures for the combined rates are not fully consistent across sources since they will vary according to the specific structure, which is itself worth knowing: confirm the applicable rate for your specific structure rather than relying on a rule of thumb. Ask for a preliminary closing statement describing both the asset deal and share deal.

The remaining spread on paper is under one percent of transaction value. On a high-value deal that is a real number and it is also the cheapest insurance available, because it is the difference between acquiring an asset and acquiring a corporate history.

What do I inherit in a share deal?

A share transfer can be efficient. It can also be a due diligence minefield when the company is carrying debts, undisclosed obligations to vendors, unresolved employment liabilities, outstanding tax positions, missing corporate books, compliance failures, or liabilities nobody disclosed and that do not appear in any public registry.

The exposure is not theoretical, because the company continues to exist with you inside it. Unpaid taxes, an old employment claim, a guarantee given to a third party, a pending administrative sanction will not appear in a title search.

Corporate due diligence on a share deal is a separate exercise from title due diligence, with a separate cost and a separate timeline. Any budget or closing schedule that treats them as one item is underestimating both. A corporate due diligence can be much more complex, extensive and require more technical consultants.

The corporate file to demand

• Shareholder registry, share certificates, minutes book and accounting ledger, complete and current
• Beneficial ownership filings up to date under the transparency regime
• Annual corporate obligations and tax filings, with proof of payment
• Litigation and administrative proceedings, past and pending
• Employment history and any outstanding obligations
• Guarantees, pledges or debts granted by the company
• Bank accounts and their status

Sociedades Anónimas must maintain corporate books and comply with annual reporting. An S.R.L. is simpler in some respects but falls under the same beneficial-ownership transparency framework.

A company that cannot produce its books and operational information is not a discount. It is a different transaction.

What value is the transfer tax calculated on?

Transfer tax is calculated on the higher of the contract price or the registered value, with the fiscal value converted at the exchange rate on the day of calculation. This structure exists to counter the long-standing local practice of understating declared transaction values.

That practice creates a specific problem for the high-value buyer of an older structure. If the property was historically registered below market, the gap between registered value and real value is a latent exposure in transfer tax on the way in, in the annual municipal tax, and in the capital gains position on the way out.

Ask what the property is registered at, not only what it is worth. The two numbers being far apart is a due diligence finding, not a detail.

The declaración de valor

Municipal property tax runs 0.25% of the declared value annually, and owners are expected to file an updated declaration every five years. Failing to keep it current produces registration delays, penalties and surcharges at the time of a future sale.

For an institutional holder this is a small recurring obligation with a disproportionate effect on exit timing. Confirm whether the seller's declarations are current before closing, not when you try to sell.

Ongoing tax position

For 2026, properties registered above roughly 143,000,000 colones also may fall under the luxury tax regime and require an appraisal to confirm it. Capital gains for individuals are taxed at 15%. How gains are treated when the holder is a company rather than an individual depends on the structure and on how the disposal is effected, and it is a question to settle at acquisition rather than at exit.

Ministerio de Hacienda notice on 2026 luxury tax filing deadlines https://www.hacienda.go.cr/docs/Aviso_informativo_vencimiento_Impuesto_Solidario_2026.pdf

Escrow at transaction scale

For a large purchase, a single funding and a single release is rarely the right structure. Funds move through an escrow agent registered with SUGEF, and the release conditions are set in the escrow agreement and transaction documents which means they are negotiable.

At scale the structure worth building is staged: conditions precedent defined in writing, tranches released against each condition being satisfied, and a defined position on what happens to funds if a condition fails. The work of a high-value closing is largely the work of defining those conditions before money moves.

Beyond title: what large and coastal parcels require

For development-scale or coastal assets, title is the beginning of the enquiry, not the end. Depending on the asset: environmental permitting, zoning and permitted use, water concession or availability letters, easements, legal road access, and, for anything inside the Maritime Zone, the fact that a concession is not ownership, runs for a defined term, and carries restrictions on foreign participation.

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Last updated: September 15, 2026. Written by Gonzalo Rojas Benavides, Founding Partner, Colegio de Abogados de Costa Rica No. 17310. E-mail: grb@quatro.legal

This page describes general procedure in Costa Rica and is not legal advice. Requirements change and vary by case. Confirm current requirements before relying on any timeline or document list here.