Countries › Costa Rica › Guide › 15. Exiting › Merging, converting or moving the seat of a Costa Rican company: one month opposition window, tax neutral reorganisations and retransfer of a foreign seat

Merging, converting or moving the seat of a Costa Rican company: one month opposition window, tax neutral reorganisations and retransfer of a foreign seat

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

Two 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 after publication and registration, during which any interested party may oppose it. Rights, obligations and lawsuits pass by law to the surviving company. Reorganisations with a valid economic motive are tax neutral with historic values carried over, and a foreign company that moved its seat to Costa Rica can move it out again by registering the decision.

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

Merger effective after publication and registration	1 monthCódigo de Comercio art. 222, as of 2026-10-30 · in force
Minimum notarial fee for a merger or transformation	181500 CRCDE 41457-JP art. 95(b), as of 2026-10-30 · in force
Reorganisation gains unrealised with valid economic motive	Yes Ley 7092 art. 27 quáter, as of 2026-10-30 · in force

The rule

1. A merger occurs when two or more companies integrate into one; merging companies cease when a new one results, and in an absorption the survivor amends its articles if needed. Legal representatives prepare and sign a merger project; each company approves it in an extraordinary meeting with the majority its articles require for amendments; an extract of the merger deed is published once in the official gazette.Ley 3284, Código de Comercio, art. 220 and art. 221, 1964-04-30 official text · verified 2026-10-30

2. The merger takes effect one month after publication and once registered in the mercantile registry; within that month any interested party may oppose it, and the merger is suspended until the opponent's interest is sufficiently secured in the judge's view.Ley 3284, Código de Comercio, art. 222, 1964-04-30 official text · verified 2026-10-30

3. The new or surviving company assumes the rights and obligations of the merging companies by operation of law and takes their place in pending judicial and administrative proceedings; the liability of partners, directors and officers is unaffected.Ley 3284, Código de Comercio, art. 224, 1964-04-30 official text · verified 2026-10-30

4. Any company may transform into another type by amending its articles to meet the requirements of the new type; partners remain liable for prior operations as in a liquidation, assets and liabilities continue, and the same accounting may continue.Ley 3284, Código de Comercio, art. 225, 1964-04-30 official text · verified 2026-10-30

5. Foreign companies that transferred their seat to Costa Rica may at any time retransfer it to another country by registering a certified copy of the decision with the mercantile registry; the seat is where the board meets or the administrative centre is located.Ley 3284, Código de Comercio, art. 230 and art. 231, 1964-04-30 official text · verified 2026-10-30

6. In business reorganisations, including acquisitions of shares or quotas, non cash contributions, mergers, spin offs, purchase of an establishment and transfers of assets or liabilities, gains are treated as unrealised on the basis of tax neutrality and business continuity, provided there is a valid economic motive; historic values carry over for later sales.Ley 7092, art. 27 quáter, 2018-12-03 official text · verified 2026-10-30

7. Transfers of real estate are defined by the nature of the juridical business rather than its name and include indirect transfers of control; the listed non transfers (marital, inheritance, auction assignments, expropriations, restitutions) do not include mergers, so real estate passing in a merger should be checked for 1.5% transfer tax.Ley 6999, art. 2 and art. 8, 2012-09-10 official text · verified 2026-10-30

8. The notarial fee for a merger or transformation is agreed by the parties with a minimum of ₡181,500; registration of amendments to a company's articles pays one tenth of a salario base per document.
Cost to do it: Notary minimum ₡181,500 (US$399.06); registry fee ₡46,220 (US$101.62) per company document in 2026.Decreto Ejecutivo 41457-JP; Ley 4564, DE 41457-JP art. 95(b); Ley 4564 art. 2(d), 2018-10-17 official text · verified 2026-10-30

Worked example

A group folds its two Costa Rican S.A.s into one before selling. Each board signs the project, each shareholders' meeting approves it, the extract is published once and the merger is registered; one month later the absorbed company ceases. Fees: at least ₡181,500 (US$399.06) notary plus ₡46,220 (US$101.62) registry per company document, and transfer tax analysis on any real estate of the absorbed company.

Step by step

Draft and sign the merger project.
Approve in extraordinary meetings of each company.
Publish the extract once; register.
Wait one month for oppositions; secure or settle opponents.
Update tax, CCSS and beneficial ownership records of the survivor.

Common traps

Merger control may require prior COPROCOM approval (Ley 9736).
Tax neutrality fails without a valid economic motive.
Seat retransfer only works for foreign companies that moved their seat into Costa Rica under art. 227.

Sources

← Taking money out before or instead of exiting Costa Rica: dividends at 15%, capital reductions with a three month creditor window, and free conversionClosing a branch of a foreign company in Costa Rica: the general power of attorney, final remittance tax and the tax on legal entities until cancellation →

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