Countries › Costa Rica › Guide › 15. Exiting › 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 update

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 update

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

A 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 the taxable price cannot be below book equity or capitalised average results unless an arm's length price is proven. S.R.L. quotas need unanimous partner consent unless the articles accept 75% of capital, with a 15 day purchase option if a transfer is refused. If control of a company owning real estate changes hands, 1.5% transfer tax is due on the property, and a holding of 15% or more triggers an extraordinary beneficial ownership return within 15 business days.

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 rate	15 %Ley 7092 art. 31 ter, as of 2026-10-30 · in force
Optional tax on price for assets held before the chapter	2.25 % of priceLey 7092 art. 31 ter, as of 2026-10-30 · in force
Capitalisation rate for minimum value of unlisted shares	20 %Ley 7092 art. 31(1)(b), as of 2026-10-30 · in force
Buyer withholding when a non resident sells Costa Rican assets (buyer an income taxpayer)	2.5 % of priceLey 7092 art. 28 ter, as of 2026-10-30 · in force
Transfer tax on change of control of a real estate owning entity	1.5 %Ley 6999 art. 2 and art. 8, as of 2026-10-30 · in force
Purchase option after refused quota assignment	15 daysCódigo de Comercio art. 86, as of 2026-10-30 · in force

The rule

1. Gains are the change in value of the taxpayer's assets on any change in their composition; the tax arises when the change occurs and is self assessed and paid within the first fifteen calendar days of the following month.Ley 7092, chapter XI added by Ley 9635, art. 27 ter(3), art. 31 bis and art. 31 quáter, 2018-12-03 official text · verified 2026-10-30

2. The rate is 15%; for assets acquired before the chapter took effect, the taxpayer may opt on the first sale to apply 2.25% to the sale price.
Example: Price ₡200,000,000, cost ₡150,000,000: ₡7,500,000 at 15%, or ₡4,500,000 under the option. / US$16,490.04 or US$9,894.02 on a US$439,734.40 price.Ley 7092, art. 31 ter, 2018-12-03 official text · verified 2026-10-30

3. For unlisted shares, the gain is the difference between acquisition value, including recorded equity contributions, and transfer value; unless the parties prove an arm's length price, the transfer value cannot be lower than the higher of book equity in the last closed balance sheet and the average result of the last three closed periods capitalised at 20% (dividends and reserve allocations count as results). Listed shares use the market price on the date, or the agreed price if higher.
Example: Book equity ₡180,000,000; average result of three years ₡30,000,000 capitalised at 20% gives ₡150,000,000. A sale agreed at ₡120,000,000 is taxed as if the price were ₡180,000,000 unless an arm's length price is proven. / Book equity US$395,760.96; agreed price US$263,839.72.Ley 7092, art. 31(1)(a) and (b), 2018-12-03 official text · verified 2026-10-30

4. When a non resident transfers assets or rights located in Costa Rica other than real estate, the acquirer withholds 2.5% of the total price on account of the gains tax if the acquirer is an income taxpayer under art. 2; for real estate the withholding always applies.
Example: Price ₡200,000,000 paid by a Costa Rican company buyer to a foreign seller: ₡5,000,000 withheld. / US$10,993.36.Ley 7092, art. 28 ter, 2018-12-03 official text · verified 2026-10-30

5. Gains of companies with a lucrative activity from selling shares tied to that activity are exempt in the part corresponding to undistributed profits; habitual or business gains are taxed under the profits tax. Acquisitions of shares, quotas or participations in a business reorganisation are treated as unrealised if there is a valid economic motive, with historic values carried over.Ley 7092, art. 6(d) and art. 27 quáter, 2018-12-03 official text · verified 2026-10-30

6. Indirect transfer: any juridical business that transfers the power of control over a legal entity owning real estate is a transfer of that real estate, taxed at 1.5% of the real value (never below the highest registered value for property tax) within 15 business days of the document, with transferor and acquirer as contributors in equal parts and jointly liable.
Example: Company owning land worth ₡300,000,000: transfer tax ₡4,500,000, ₡2,250,000 each side. / US$9,894.02, US$4,947.01 each side.Ley 6999, art. 2, art. 4, art. 6, art. 7 and art. 8, 2012-09-10 official text · verified 2026-10-30

7. S.R.L. quotas cannot be assigned to third parties without the prior express consent of all partners, unless the articles allow a majority of at least three quarters of capital; if the assignment is refused, the company or partners have 15 days to buy on the same terms, otherwise the assignment is deemed accepted.Ley 3284, Código de Comercio, art. 85 and art. 86, 1964-04-30 official text · verified 2026-10-30

8. The articles of an S.A. may require board authorisation to transfer registered shares; the board then authorises or designates a buyer at market or expert price, silence counts as authorisation, and the company may refuse to record an unauthorised transfer. The company treats as shareholder whoever is entered in its shareholder register.Ley 3284, Código de Comercio, as amended by Ley 7732 and Ley 9068, art. 138 and art. 140, 2012-09-10 official text · verified 2026-10-30

9. An extraordinary beneficial ownership return is due within 15 business days of the entry in the official register when any holder reaches or exceeds 15% of capital, capital increases, or final beneficiaries change by other means of control.Resolución conjunta MH-DGT-RES-0020-2024, art. 11, 2024-09-17 official text · verified 2026-10-30

Worked example

A foreign individual sells 100% of a Costa Rican S.R.L. owning a ₡300,000,000 warehouse to a Costa Rican company for ₡200,000,000 (US$439,734.40); quotas cost ₡150,000,000. The buyer withholds 2.5%, ₡5,000,000 (US$10,993.36), on account. The seller owes 15% of the ₡50,000,000 gain, ₡7,500,000 (US$16,490.04), credited with the withholding. Because control of the warehouse owner changes, Ley 6999 transfer tax of ₡4,500,000 (US$9,894.02) is due, half from each side.

Step by step

Check the articles for consent clauses (S.R.L. art. 85; S.A. art. 138).
Test the price against the minimum value rule for unlisted shares.
Agree who bears the 2.5% withholding and the Ley 6999 tax on any real estate.
Sign, record the transfer in the share or quota register, and file the extraordinary beneficial ownership return within 15 business days.
Seller files and pays the gains tax within the first 15 calendar days of the next month.

Common traps

The 2.25% option is available only on the first sale of assets acquired before the chapter took effect.
An under priced sale of unlisted shares is taxed on the deemed minimum value, and that value becomes the buyer's cost.
Merger control under Ley 9736 can require prior COPROCOM approval before closing.

Sources

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

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