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15. Exiting: Costa Rica

Exiting Costa Rica: selling the shares or the business, taking profits and capital out, merging, closing a branch, and dissolving and liquidating a company with Hacienda, the CCSS and the Registro Nacional, with the tax cost, deadlines and legal steps of each route tied to the official text. For Argentine side questions on FX, trade or tax treaties see The Argentine Thread guide.

Investor view. Costa Rica guarantees free conversion of the colón by law and taxes exit gains and dividends at a flat 15%, so leaving is predictable and that predictability lowers the cost of coming in.

• Exiting Costa Rica: the routes out, what each costs in tax and time, and the clearances that gate every registry filingA foreign owner can leave by selling the shares, selling the business as a going concern, taking profits and capital out through dividends or a capital reduction, merging the company away, or dissolvi
• Dissolving and liquidating a Costa Rican S.A. or S.R.L.: Gaceta notice, 30 day opposition, liquidators, final statement and payout, with the notarial routeA company dissolves on expiry, impossibility or completion of its object, loss of half its capital or partner agreement; except for expiry, the dissolution must be recorded in the Registro Mercantil,
• Selling shares or quotas of a Costa Rican company: 15% gains tax with a minimum value rule, quota consent, indirect real estate transfer tax and the beneficial ownership updateA seller pays 15% on the gain from Costa Rican shares or quotas, or may choose 2.25% of the price on the first sale of shares acquired before the capital gains chapter took effect; for unlisted shares
• Selling a Costa Rican business as a going concern: three Gaceta notices, 15 day creditor call, deposited price, and buyer liability for tax and employeesThe sale of a commercial or industrial establishment includes all its assets and liabilities unless agreed otherwise, and must be announced three consecutive times in La Gaceta, calling creditors to c
• Taking money out before or instead of exiting Costa Rica: dividends at 15%, capital reductions with a three month creditor window, and free conversionDividends to foreign shareholders bear 15% withholding and branches are taxed on 100% of profits remitted to head office; dividends to Costa Rican companies are outside the recipient's gross income. A
• Merging, converting or moving the seat of a Costa Rican company: one month opposition window, tax neutral reorganisations and retransfer of a foreign seatTwo or more companies can merge into a new one or by absorption: each approves the merger as its articles require for amendments, an extract is published once, and the merger takes effect one month af
• Closing a branch of a foreign company in Costa Rica: the general power of attorney, final remittance tax and the tax on legal entities until cancellationA foreign company with a branch must keep a general attorney in Costa Rica for the branch's business for as long as it operates, and anyone doing business for a foreign company without registered powe
• Closing a business in Costa Rica and the workforce: notice, cesantía up to eight years, vacations and aguinaldo, and the labor privilege in liquidationNotice and severance (cesantía) are owed when the employer liquidates or closes, voluntarily or not, because closure ends contracts without fault of the worker. Notice is one week to one month by seni
• Closing with Hacienda, the CCSS and the Registro Nacional: deregistration in one month, the clearances that block filings, and four or ten years of exposureA company that stops its activity must deregister with the tax administration within one month or face a fine of half a salario base per month up to three salarios base, and the tax administration can
• Dormant Costa Rican companies: three unpaid years of the tax on legal entities dissolve the company, partners stay liable, and reinstatement is possible for three yearsEvery company, E.I.R.L. and foreign branch on the register pays the tax on legal entities each January, between 15% and 50% of a salario base in 2026, and its legal representatives are jointly liable
• When the Costa Rican company cannot pay: the concurso replaces ordinary liquidation, look back periods for gifts and preferences, and subordination of related partiesA company in actual or imminent insolvency, including one already in dissolution or liquidation, goes through the single concurso of Ley 9957, which takes precedence over the corporate liquidation. A
• Who pays after a Costa Rican company closes: directors, liquidators, legal representatives and partnersDirectors are jointly liable for business done after dissolution and for failing to hand over assets and books to the liquidators, who in turn are liable for acts beyond their mandate. For taxes, lega

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