Countries › Costa Rica › Guide › 15. Exiting › Exiting Costa Rica: the routes out, what each costs in tax and time, and the clearances that gate every registry filing

Exiting Costa Rica: the routes out, what each costs in tax and time, and the clearances that gate every registry filing

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

A 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 dissolving and liquidating it, including before a notary when all partners agree. Gains on shares are taxed at 15% (or 2.25% of price for assets held before the capital gains chapter), dividends paid abroad bear 15% withholding, and an indirect change of control of a company owning real estate is a taxable transfer at 1.5%. Nothing can be registered while the company owes the tax on legal entities or CCSS contributions, and colones convert freely into dollars without any permit.

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

Capital gains tax on a share sale	15 %Ley 7092 art. 31 ter, as of 2026-10-30 · in force
Withholding on dividends paid abroad	15 %Ley 7092 art. 59(g), as of 2026-10-30 · in force
Access to FX for dividends and exit proceeds	Free conversion guaranteed by law, no permit Ley 7558 art. 85, as of 2026-10-30 · in force
Transfer tax on indirect transfer of control of a real estate owning entity	1.5 %Ley 6999 art. 2 and art. 8, as of 2026-10-30 · in force

The rule

1. Any exchange regime set by the Central Bank must guarantee free conversion of the colón into other currencies and may not restrict the sale of foreign currency beyond what Ley 7558 allows, so sale proceeds, dividends and liquidation payouts can be converted and remitted without an exchange permit.Ley 7558, Ley Orgánica del Banco Central de Costa Rica, art. 85, 1995-11-03 official text · verified 2026-10-30

2. Companies dissolve on expiry of their term, impossibility or completion of their object, definitive loss of 50% of capital unless replenished or reduced, agreement of the partners, or a court ordered dissolution under the corporate liability law; a single shareholder owning all S.A. shares is not a cause of dissolution.Ley 3284, Código de Comercio, art. 201 and art. 202, 2022-05-06 official text · verified 2026-10-30

3. Capital gains on shares and other assets are taxed at 15%; for assets acquired before the capital gains chapter took effect, the seller may opt on the first sale to pay 2.25% of the sale price instead.
Example: Shares bought for ₡150,000,000 and sold for ₡200,000,000: ₡7,500,000 at 15% of the gain, or ₡4,500,000 under the 2.25% of price option. / US$16,490.04 or US$9,894.02.Ley 7092, chapter XI added by Ley 9635, art. 31 ter, 2018-12-03 official text · verified 2026-10-30

4. A transfer of real estate includes an indirect transfer, defined as any juridical business that transfers the power of control over a legal entity that owns the real estate; the tax is 1.5% of the real value, payable within 15 business days, by transferor and acquirer in equal parts.
Cost to do it: 1.5% of the real estate value, split equally unless agreed otherwise between the parties; the law makes both jointly liable.Ley 6999, Ley del Impuesto sobre Traspasos de Bienes Inmuebles, art. 2, art. 6, art. 7 and art. 8, 2012-09-10 official text · verified 2026-10-30

5. Dividends and profit distributions paid to persons domiciled abroad bear the remittance tax at the rate in art. 59(g); 100% of the disposable income that a branch credits or remits to its head office is taxable income.
Example: Dividend of ₡10,000,000 to a foreign parent: ₡1,500,000 withheld at 15%, ₡8,500,000 net. / US$21,986.72 gross, US$3,298.01 withheld, US$18,688.71 net.Ley 7092, art. 27 ter(2)(a)(iv) and art. 59(g), 2018-12-03 official text · verified 2026-10-30

6. Legal entities must be up to date with the Caja Costarricense de Seguro Social to register any document in the mercantile registry, except documents issued by courts; companies in arrears with the tax on legal entities cannot obtain registry certifications or register any document.Ley 17, Ley Constitutiva de la CCSS; Ley 9428, Ley 17 art. 74(2); Ley 9428 art. 5, 2017-03-21 official text · verified 2026-10-30

7. Notaries may conduct the liquidation of mercantile companies when the partners request it by unanimous agreement, whatever the origin of the dissolution; the notarial route is optional and is not available when minors or persons lacking capacity are interested parties.Ley 7764, Código Notarial, as amended by Ley 9486, art. 129, 2017-10-09 official text · verified 2026-10-30

8. Argentina: Costa Rica has no income tax treaty with Argentina, so domestic withholding applies; the investment agreement approved by Ley 8068 obliges each country to allow unrestricted transfer of returns and of the proceeds of a total or partial sale or liquidation of an investment, without delay and within two months of a duly filed request.Ley 8068 (Costa Rica Argentina investment agreement), art. 7, 2001-02-14 official text · verified 2026-10-30

Route	Main tax	Key formality	Typical minimum time
Share sale	15% on the gain or 2.25% of price option (Ley 7092 art. 31 ter); 1.5% transfer tax if control of a real estate owner changes (Ley 6999 art. 2)	Share register entry; S.R.L. quota transfers need unanimous consent unless the articles allow 75% (Código de Comercio art. 85)	Days, plus 15 day S.R.L. purchase option if a transfer is refused (art. 86)
Asset sale of the business	Seller gains in the 30% profits tax; real estate transfer tax 1.5% and registry fee 0.5%	Three Gaceta notices, 15 day creditor call, price held in deposit (Código de Comercio art. 479 to 481)	15 days from first notice, then creditor meeting
Dividends and capital reduction	15% withholding; returns of capital charged first to accumulated profits (Ley 7092 art. 27 ter(3)(c))	Capital reduction published three times; effective against third parties three months after the third notice (art. 31)	Three months for a reduction
Merger	Unrealised gain with a valid economic motive (Ley 7092 art. 27 quáter)	Extract published once; effective one month after publication and registration (art. 221 and 222)	One month
Dissolution and liquidation	Final returns; distributions of accumulated profits as dividends	Gaceta notice and 30 day opposition (art. 207); for an S.A., final statement extract and 15 day claims period (art. 216)	About two to three months of statutory periods

Exit routes compared (sources in the rules of each linked page)

Worked example

A US parent owns 100% of a Costa Rican S.A. with ₡20,000,000 (US$43,973.44) of undistributed profits and decides to close. Paying those profits as a dividend before liquidation costs 15% withholding, ₡3,000,000 (US$6,596.02); the remaining ₡17,000,000 (US$37,377.42) can be converted to dollars without a permit (Ley 7558 art. 85). The company then pays its tax on legal entities and CCSS arrears, since the registry will not record the dissolution deed otherwise, and files the dissolution and liquidation.

Step by step

Choose the route: share sale, asset sale, merger, or dissolution and liquidation.
Clear the tax on legal entities and CCSS arrears first; they block every registry filing.
Model the tax: 15% on gains or the 2.25% option, 15% on dividends out, 1.5% on indirect transfers of real estate holding companies.
Settle employees: notice, severance, accrued vacation and proportional aguinaldo are due when the employer closes.
Deregister with Hacienda within one month of ceasing activity and keep books for five years after closing.

Common traps

A share sale that changes control of a company owning real estate is a taxable transfer under Ley 6999 art. 2, even though no deed is recorded.
Partners of a liquidated company are jointly liable for its due tax debts up to the value of what they received (CNPT art. 22).
Three unpaid years of the tax on legal entities trigger dissolution and leave the last registered partners jointly liable for the tax (Ley 9428 art. 7).

Sources

← Cross border service, evidence and documents in Costa Rica: Hague Service and Evidence Conventions, Inter American conventions, letters rogatory and apostilleDissolving and liquidating a Costa Rican S.A. or S.R.L.: Gaceta notice, 30 day opposition, liquidators, final statement and payout, with the notarial route →

Get rule changes weekly

Free. One email a week from The LatAm Thread.

One more step after you press the button: we take you to Substack, where your email is already filled in. Confirm there to start. No spam, unsubscribe anytime, we never share your address. By subscribing you agree to the privacy policy.