Countries › Costa Rica › Guide › 15. Exiting › Selling a Costa Rican business as a going concern: three Gaceta notices, 15 day creditor call, deposited price, and buyer liability for tax and employees

Selling a Costa Rican business as a going concern: three Gaceta notices, 15 day creditor call, deposited price, and buyer liability for tax and employees

Last verified: 2026-10-30 · Status: Stable

The 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 come forward within 15 days of the first notice; the price is held by a depositary until those claims are settled. A sale that skips these formalities is void as to third parties. The buyer becomes jointly liable for the seller's due tax debts up to the value acquired and, as new employer, for six months for prior labor obligations; real estate in the deal pays 1.5% transfer tax and 0.5% registry fee.

USD figures use the Banco Central de Costa Rica reference selling rate of ₡454.82 per US dollar published for 29 October 2026 (indicator 318 on bccr.fi.cr), rounded to the cent. The salario base for 2026 is ₡462,200 (Circular 246-2025 of the Consejo Superior del Poder Judicial, under Ley 7337 art. 2).

Key facts

Gaceta notices for sale of an establishment	3 consecutive publicationsCódigo de Comercio art. 479, as of 2026-10-30 · in force
Creditor claims period from first notice	15 daysCódigo de Comercio art. 479, as of 2026-10-30 · in force
Joint liability of former employer after substitution	6 monthsCódigo de Trabajo art. 37, as of 2026-10-30 · in force
Real estate transfer tax	1.5 %Ley 6999 art. 8, as of 2026-10-30 · in force
Registry fee on transfers	0.5 %Ley 4564 art. 2(b), as of 2026-10-30 · in force

The rule

1. An establishment includes installations, furniture, inventory, patents and trademarks, complete accounting records, industrial designs and other commercial, industrial or artistic property rights; its sale includes all elements and everything forming its assets and liabilities unless expressly agreed otherwise.Ley 3284, Código de Comercio, art. 478, 1964-04-30 official text · verified 2026-10-30

2. Any onerous transfer of an establishment, direct or by auction, or of the E.I.R.L. that owns it, must be announced in the official gazette three consecutive times, calling creditors and interested parties to present their rights within 15 days of the first publication; the price cannot be delivered to the seller until those 15 days pass and the claims presented are settled.Ley 3284, Código de Comercio, art. 479 and art. 480, 1964-04-30 official text · verified 2026-10-30

3. A cash price is deposited with the buyer, a reputable third party with an office where the establishment is, a bank or the authorising notary; after the 15 days the depositary calls the creditors; claims not presented in time are collectible from the seller only, without recourse against the establishment.Ley 3284, Código de Comercio, art. 481 and art. 483, 1964-04-30 official text · verified 2026-10-30

4. Within the 15 days, creditors may oppose the sale if a summary appraisal shows the price is at least 10% below what could reasonably be obtained and they offer to take it at that sum or present a cash buyer; seller or buyer can stop the challenge by paying the difference.Ley 3284, Código de Comercio, art. 485 and art. 486, 1964-04-30 official text · verified 2026-10-30

5. The rules apply when most of the establishment is sold as a whole, or in two or more lots outside the normal course of business; a sale without these formalities is absolutely void as to third parties and the buyer does not pay validly. The full price must be paid unless all creditors agree otherwise.Ley 3284, Código de Comercio, art. 484, art. 488 and art. 489, 1964-04-30 official text · verified 2026-10-30

6. Whoever acquires assets or rights from a taxpayer, by any title, is jointly liable for the prior holder's liquid and enforceable tax debts up to the value of the assets or rights acquired.Ley 4755, Código de Normas y Procedimientos Tributarios, as amended by Ley 9069, art. 22, 2012-09-10 official text · verified 2026-10-30

7. A change of employer does not affect existing employment contracts to the worker's detriment; the former employer is jointly liable with the new one for obligations arising before the substitution for six months, after which only the new employer is liable.Ley 2, Código de Trabajo, art. 37, 1943-08-27 official text · verified 2026-10-30

8. Purchases of an establishment and total or partial transfers of assets and liabilities in a business reorganisation with a valid economic motive are treated as not realising capital gains, with historic values carried over.Ley 7092, art. 27 quáter, 2018-12-03 official text · verified 2026-10-30

9. Real estate included in the sale pays transfer tax of 1.5% of the real value, by seller and buyer in equal parts, and the registry fee on transfers of ₡5 per ₡1,000 (0.5%) of the higher of the declared or registered value.
Cost to do it: 2% combined on the real estate value (1.5% tax plus 0.5% registry fee), before notary fees.
Example: Building in the deal valued at ₡100,000,000: ₡1,500,000 tax plus ₡500,000 registry fee. / US$3,298.01 plus US$1,099.34.Ley 6999; Ley 4564, Ley 6999 art. 6 to 8; Ley 4564 art. 2(b), 2012-09-10 official text · verified 2026-10-30

Worked example

A foreign group sells its Costa Rican distribution business for ₡60,000,000 (US$131,920.32) including a ₡27,000,000 (US$59,364.14) warehouse. The notary publishes three notices; the price sits with the notary as depositary for 15 days while trade creditors file claims, which are paid from the deposit. The warehouse transfer costs ₡405,000 in transfer tax and ₡135,000 in registry fee (US$890.46 and US$296.82). The buyer keeps the staff and shares liability for their prior claims with the seller for six months.

Step by step

Decide which liabilities transfer; the default is all of them (art. 478).
Sign the deed with a depositary named; publish three consecutive Gaceta notices.
Wait 15 days from the first notice; the depositary calls creditors and pays recognised claims.
Release the balance to the seller; register real estate, vehicles and marks.
Get a tax and CCSS status check on the seller, since the buyer inherits due tax debts up to the value acquired.

Common traps

Skipping the notices makes the sale void against creditors (art. 488).
Paying the seller before the 15 days run exposes the buyer to pay twice.
Employees transfer automatically; dismissals after the sale fall on the buyer.

Sources

← 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 updateTaking money out before or instead of exiting Costa Rica: dividends at 15%, capital reductions with a three month creditor window, and free conversion →

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