Countries › Costa Rica › Guide › 10. Capital markets and finance › Factoring and electronic invoices in Costa Rica: assigning receivables and listing invoices as securities

Factoring and electronic invoices in Costa Rica: assigning receivables and listing invoices as securities

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

Ley 9691 (in force 30 September 2019) lets a business sell present and future receivables to a factor with or without recourse, without the debtor's consent, by notifying the debtor; transfers can be done fully electronically with certified digital signature, and public sector payers must use a state factoring platform. Since Ley 10039 (2021) an accepted electronic invoice is an executive title and can be recorded with a securities depository and traded as a security; a payer that does not answer within 10 business days is deemed to accept.

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.

Key facts

Debtor consent needed to assign receivables	No, notice only textLey 9691 art. 12, as of 2026-10-30 · in force
Payer silence that counts as acceptance of an e invoice recorded with a depository	10 business daysCódigo de Comercio art. 460 ter, as of 2026-10-30 · in force

The rule

1. Factoring may be with recourse (the client guarantees payment, stated in the contract or a collateral document) or without recourse (the factor bears non payment risk).Ley 9691, art. 3, 2019-06-03 official text · verified 2026-10-30

2. Invoices and other present or future receivables may be transferred in the forms of Ley 9246 for assignment or by endorsement under the Código de Comercio; the formalities of assignment are needed only when the endorsement is entered in the movable collateral system.Ley 9691, art. 7, 2019-06-03 official text · verified 2026-10-30

3. Receivables can be transferred at any time without the payer's consent, and the payer cannot refuse notice; a public sector payer is not obliged to pay if the transferor is in arrears with the CCSS.Ley 9691, art. 12 and 13, 2019-06-03 official text · verified 2026-10-30

4. A certified public accountant's certificate of the amount owed on an invoice is an executive title.Ley 9691, art. 6, 2019-06-03 official text · verified 2026-10-30

5. Factoring can be done entirely through electronic platforms with certified digital signature; private platforms are allowed and the ICE may run the Plataforma Electrónica de Factoreo, mandatory for public sector payers, with costs borne by factoring firms.Ley 9691, art. 14 and 22 (art. 22 reformed by Ley 10073), 2022-01-18 official text · verified 2026-10-30

6. Commercial and services invoices, including electronic ones, are executive titles and can be endorsed as order instruments.Ley 10039 (Código de Comercio art. 460 bis), art. 1, 2021-09-30 official text · verified 2026-10-30

7. An accepted electronic invoice can be recorded in book entry form with an authorised securities depository and traded as an individual security; the depository asks the payer to confirm, and silence for 10 business days counts as acceptance. After recording, credit notes or changes need the new holder's consent.Ley 10039 (Código de Comercio art. 460 ter), art. 2, 2021-09-30 official text · verified 2026-10-30

Worked example

A supplier invoices a large buyer ₡50,000,000 (US$109,933.60) at 60 days. It sells the invoice to a factor without recourse at a discount and notifies the buyer; no consent is needed. Alternatively it records the accepted e invoice with a securities depository; if the buyer does not object within 10 business days the invoice counts as accepted and can be sold on the secondary market.

Step by step

Check the invoice or contract for assignment restrictions (Ley 9246 rules apply to the assignment).
Sign the factoring contract specifying recourse or no recourse.
Notify the payer (through the state platform if the payer is a public entity).
If listing the invoice, request recording with an authorised depository.
Keep CCSS payments current to avoid blocked public sector payments.

Common traps

Public sector payers will not pay a factor if the transferor is behind with the CCSS (Ley 9691 art. 12); for listed invoices the new holder must be current (art. 460 ter).
A payer who knew of a prior registered assignment and did not say so must still pay the listed invoice.
The usury caps of Ley 7472 apply to discounts and fees that are in substance interest.

Sources

← Trusts (fideicomisos) in Costa Rica: how they work and why lenders use guarantee trustsDeposit guarantee and bank resolution in Costa Rica: ₡6,000,000 per person per entity →

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