Countries › Costa Rica › Guide › 15. Exiting › When the Costa Rican company cannot pay: the concurso replaces ordinary liquidation, look back periods for gifts and preferences, and subordination of related parties

When the Costa Rican company cannot pay: the concurso replaces ordinary liquidation, look back periods for gifts and preferences, and subordination of related parties

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

A 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 court appointed liquidator sells assets and pays costs of the estate first, then specially privileged, generally privileged (support, labor, personal injury), common and subordinated claims. Free transfers in the two years before filing and certain preferences in the prior year are ineffective against the estate, other harmful acts can be challenged for five years, and claims of 20% shareholders and directors are subordinated.

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

Look back for free transfers	2 yearsLey 9957 art. 22.2, as of 2026-10-30 · in force
Look back for preferences and new security	1 yearLey 9957 art. 22.3, as of 2026-10-30 · in force
Challenge window for other harmful acts	5 yearsLey 9957 art. 22.4, as of 2026-10-30 · in force
Shareholding making a related party	20 %Ley 9957 art. 21.5, as of 2026-10-30 · in force

The rule

1. Private legal entities, including those in dissolution or liquidation, can be subject to a concurso; for an entity in dissolution or liquidation the concurso is processed first and only any remaining assets continue in the liquidation.Ley 9957, Ley Concursal de Costa Rica, art. 4.1 and art. 4.2, 2021-04-14 official text · verified 2026-10-30

2. A concurso opens on a general, non transitory patrimonial crisis preventing timely payment, or when insufficiency is imminent; insufficiency is presumed when the debtor admits it, fails two or more due obligations to different creditors without visible assets, ceases business or its representatives disappear without provision, or makes harmful or fraudulent dispositions.Ley 9957, art. 5, 2021-04-14 official text · verified 2026-10-30

3. The debtor, its creditors and supervising public bodies may request the concurso.Ley 9957, art. 12, 2021-04-14 official text · verified 2026-10-30

4. When the court orders liquidation of the estate, the administrator or intervenor normally becomes liquidator, continues administering and representing the estate, and verifies information supplied by the debtor.Ley 9957, art. 25, 2021-04-14 official text · verified 2026-10-30

5. Costs of the estate are paid first; then claims rank as specially privileged (mortgages, pledges, guarantee trusts, security interests), generally privileged (support, labor, uninsured personal injury), common, and subordinated; 10% of collateral proceeds is reserved for support, labor and personal injury claims if other assets are insufficient.Ley 9957, art. 33 and art. 34, 2021-04-14 official text · verified 2026-10-30

6. Free transfers made in the two years before the filing are ineffective against the estate; security granted for existing debts, payment of debts not yet due and payment in kind made in the prior year are ineffective unless shown not to harm the estate; other harmful dispositions in the five years before filing can be challenged, with knowledge presumed for related persons.Ley 9957, art. 22.2, art. 22.3 and art. 22.4, 2021-04-14 official text · verified 2026-10-30

7. Related persons of a debtor company include shareholders of at least 20% of capital, directors, legal representatives and liquidators, including those in the two prior years, and group companies; their claims are subordinated unless generally privileged.Ley 9957, art. 21.5 and art. 34.5, 2021-04-14 official text · verified 2026-10-30

8. The debtor's representatives, administrators and liquidators, including those in office in the two years before the opening, must appear and cooperate with the court and the insolvency officers.Ley 9957, art. 3.8, 2021-04-14 official text · verified 2026-10-30

9. Ley 9957 was published in La Gaceta 103 of 31 May 2021 and has been in force since 1 December 2021.Ley 9957, art. 75 (in force clause), 2021-04-14 official text · verified 2026-10-30

Worked example

A Costa Rican subsidiary owes ₡500,000,000 (US$1,099,336) and its parent took security over the receivables six months before filing to secure an old intercompany loan. That security is ineffective against the estate unless shown harmless (art. 22.3), and the parent's claim, as 100% shareholder, is subordinated behind common creditors (art. 34.5).

Step by step

Test solvency before a solvent liquidation; if assets do not cover debts, the concurso applies.
Freeze intercompany repayments and new security once insolvency is foreseeable.
File the debtor's own request with the documents the law requires.
Cooperate with the court officers; former directors remain bound for two years.

Common traps

Distributions made during a solvent liquidation that later fails can be clawed back.
Parent company loans become subordinated.

Sources

← 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 yearsWho pays after a Costa Rican company closes: directors, liquidators, legal representatives and partners →

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