Based on the Costa Rican regulations in force and applicable to this effect, specifically in the Law on the Promotion of Competition and Effective Consumer Defense (Law No.7472), commercial promotions must adhere to certain rules.
In this sense, article 37 of law 7472 expressly refers to promotions, establishing the following:
“The offer, promotion or advertising of the goods and services must be carried out in accordance with their nature, their characteristics, conditions, content, weight where applicable, use or purpose, so it does not mislead or deceive the consumer (…)”
Likewise, the Regulations to law 7442 in article 69 establish in a general way the aspects to be considered by the trader when it makes the decision to carry out a promotion, some of the most significant are:
a) Duration: Promotion start and end date.
b) Purpose: To describe clearly and sufficiently what the promotion consists of and what steps the consumer must comply with to consolidate his right to participate in the promotion.
c) Restrictions: The limitations must be informed in advance, clearly and precisely in writing, with the possibility of direct comprehension, without forwarding to texts or documents that do not previously or simultaneously provide the terms of the promotion.
d) Claim of the prize or benefit: The consumer must be informed of the procedure for claiming the prize or benefit and where.
Likewise, according to article 41 of law 7472, promotion Regulations or special offers must include: “the previous price of the good or service, the new price or the benefit that the consumer would obtain from taking advantage of them”…
Property owners must pay property taxes each year, calculated on 0.25% of the registered value of the property. Property taxes are collected by municipalities and can be paid annually or quarterly.
As of July 1, 2019, the transfer of real estate is subject to capital gains tax.
In general terms, the applicable legislation imposes a capital gains tax of 15%. However, if the property was acquired before July 1, 2019, the taxpayer has a one-time option to sell the property and pay a 2.25% tax on the sale price of the property.
Capital gains taxes are paid by the seller.
The transfer of the property is subject to a 1.5% transfer tax, calculated based on the purchase price or the most recent tax value of the property, whichever is higher.
In addition, the deed of transfer is also subject to registration fees close to 0.9%, also calculated on the highest purchase price or the most recent tax value of the property.
If the property is acquired through a transfer of shares/partnership interests (depending on the type of entity), only the transfer tax applies (as previously indicated).
Transfer taxes and registration fees are usually paid by the buyer, although the parties may agree on the closing costs of the shares.
To purchase titled property in Costa Rica, these steps must be followed:
1. Due diligence of the property: Before buying a property, it is recommended to conduct a title investigation to get all the information about the current and legal status of the property. The due diligence should also consider reviewing zoning regulations, environmental restrictions, the availability of public services, and general regulatory compliance.
Depending on the type of property and its location, due diligence elements may vary. It is common to enter a purchase option contract before executing a transfer deed, so that the buyer has time to review the property to his/her satisfaction.
2. Incorporation of a new company: A common practice in Costa Rica is to acquire property through a new company. This instrument is especially useful if the buyer wishes to sell the property in the future through a share transfer, or if the property will be managed from outside of Costa Rica.
If the property to be purchased is already owned by a company, it can be acquired by purchasing shares/partnership interests (depending on the type of entity), provided that a due diligence of the company is conducted. Nevertheless, this would imply the payment of the “Indirect Tax”, which is equal to 1.5% of the real estate.
3. Public Deed of Transfer: Once the buyer has a clear view and understanding of the status of the property, the parties can execute a public deed of transfer of ownership. The deed of transfer shall contain all stipulations relating to the transfer of real estate, including the basic information of the property, the buyer, the seller, the purchase price, and any other terms and conditions of the sale.
The transfer deed must be signed before a notary public of Costa Rica and registered at the Real Property Department. If the buyer chooses to purchase the property through a the acquisition of the company´s shares/partnership interests (depending on the type of entity), the agreement can be formalized in a private document.
4. Registration process: Once the public deed of transfer is signed, it must be registered at the Real Property Department of the Notational Public Registry.
As soon as the public deed is filed at the Public Registry for its annotation, the property will be protected against any interest of third parties. While the filing of the public deed guarantees its preemption rights, it does not automatically guarantee the registration. The Public Registry must first approve the sale contract and verify that all legal requirements have been met and that the corresponding taxes and expenses have been duly paid.
The property transfer registration takes between five (5) and ten (10) business days.
- Zoning Certificate
The first step to obtain authorization to operate in a specific place is to obtain a zoning certificate from the Municipality where it plans to open the premises. The zoning certificate indicates certified zoning and restrictions applicable to property use.
- Sanitary Operating Permit issued by the Ministry of Health:
Once the land use permit is issued and the development of the activity on the specific property is authorized, the following step is the Sanitary Operating Permit, which must be requested at the local office of the Public Health Ministry.
This process requires the filing of several documents, including the zoning certificate, legal affidavits, and a form. If all the documents are complete and correct, the process will take about 10 calendar days.
This permit must be renewed periodically, depending on the determination made by the Ministry of Health regarding the activity, renewals must be processed every 1 to 5 years.
- Commercial License (“Patent”):
To initiate profitable activities within the jurisdiction of a local government, a municipal authorization must be requested.
The cost of the filing itself is insignificant, but the license implies the payment of a tax during the time of operation. This tax is calculated based on annual gross income and is paid every 3 months. However, it can be paid annually during the month of January.
The tax stamp is a tax protected by the Tax Code, Law No. 8 of October 31, 1885, which as of 2017, is paid only through electronic banking platforms. The taxpayers subject to this obligation, that is, who must pay the tax, are the signatory parties to the contract, in equal tranches, unless agreed otherwise. The taxable basis is constituted by the estimate recorded in the contract and the rate applicable to this tax is five colones per thousand colones.
The registration of the name of the company will not automatically grant the right to use it as a trademark. To register a trademark in Costa Rica, you must complete the following process:
A. Firstly, it is highly recommended to perform a prior search of availability in the database of the Industrial Property Registry of Costa Rica, to confirm the availability of the trademark.
B. Once the search for availability has been confirmed, the applicant must file an application for trademark registration with the Industrial Property Registry of Costa Rica. The application must be authenticated by a Notary Public.
C. Once the application has been completed and filed, it will be reviewed by an officer of the Industrial Property Registry of Costa Rica. If there are no objections or observations, the Property Registry will issue a legal notice that will be published in the official register “La Gaceta”.
D. From the date of publication, there will be a period of 2 months for any third party to file oppositions against the Costa Rican trademark. If no oppositions are filed within such term, the trademark will be registered.
Based on the process described above, if no oppositions are filed against the trademark application, the registration process normally takes 3 to 4 months.
The trademark registration is valid for 10 years, subject to renewal.
When incorporating a Costa Rican company, its statutes must be signed before a Notary Public and subsequently, they must submitted for registration at the Corporate Department of the National Registry. Once the incorporation of the company has been finalized, the Public Registry will issue a corporate identification number (“cédula de persona jurídica“), which becomes proof that the company is ready to legally start operations. A company can be incorporated within 5 to 8 business days.
Choosing the corporate structure to develop a business usually begins with the question of whether it is convenient to constitute a corporation or a limited liability company.
Both are regulated in our code of commerce, share certain characteristics, and have differences that make one or the other a better fit for your business.
The administration of an S.A. is exercised by a Board of Directors that must be comprised of at least 3 members, who may be shareholders or not. While the S.R.L may be managed by one or several managers. The S.A. also requires a comptroller.
The shares of an S.A. and of an S.R.L may be owned by a single person; however, to be able to constitute them, a minimum of two natural or legal personas must meet.
The participation in the S.A. is represented by shares, which are considered securities and therefore, are negotiable and transferable through endorsement and their subsequent registration in the Company’s Shareholders’ Registry Book. The participations in an S.R.L. are represented by partnership interests or “quotas”, transferable only through assignment agreements, which must subsequently be registered in the Company’s Partner´s Registry Book.
In both the S.A. and the S.R.L., the liability of the shareholders or partners is limited to the corporate assets and their contributions to the company.
Given that the participation in an S.R.L. is represented by partnership interests or “quotas”, the partners must first offer a right of first refusal to other members of the company before they can be transferred. This restriction is ideal for small businesses, where you intend to develop your business on a personal level.
A similar right of first refusal is not mandatory for an S.A. However, shareholders may include this requirement through a shareholders’ agreement.
Within the benefits that an S.A. offers, it is recognized, almost in all civil legal systems –like ours -, that this is a corporate structure adjustable to projects that have, or aspire to have, investors with different rights. In this sense, our Code of Commerce provides that in addition to common shares, the company may authorize the issuance of one or more classes of shares and securities, with the designations, preferences, privileges, restrictions, limitations, and other modalities that are provided for in its statutes and that may refer to the benefits, the social assets, certain transactions of the company, profits, voting, or any other aspect of the social activity.
Of course, each common share has the right to vote at a general shareholders’ meeting. In the statutes of the S.A., it is not possible to establish total or partial restrictions on this right, except with respect to shares that have privileges in terms of the distribution of profits or reimbursement of the liquidation fee, but their right to vote cannot be limited.
These differences can help you choose the corporate structure that best fits your business scheme or what you as an entrepreneur aspire to achieve. It is convenient to consult with a specialist to choose the structure; but in any case, keep in mind that the decision does not have to be permanent either; given that a company that has been incorporate under certain legal figure can be transformed. That is, an S.A. can become an S.R.L and an S.R.L can become an S.A.
The world is changing at a fast pace and the legal market is no stranger to these changes. PredictaBill was born under the concept of “New Law” and the emergence of Alternative Legal Service Providers (“ALSPs”). PredictaBill seeks to meet an increasingly recurrent need of the market; to provide day-to-day legal services under a fixed cost, which allows clients to project their expenses in this area.
PredictaBill is a provider of legal services under alternative billing schemes, designed specifically to serve the day-to-day needs of its clients on a fixed fee basis. PredictaBill offers a unique combination of the best human talent and the best technology, to provide innovative legal solutions in a defined time and budget.
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