Countries › Costa Rica › Guide › 10. Capital markets and finance › Public offerings, bonds and listings in Costa Rica: SUGEVAL authorisation, commercial paper and the Bolsa Nacional de Valores

Public offerings, bonds and listings in Costa Rica: SUGEVAL authorisation, commercial paper and the Bolsa Nacional de Valores

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

Only SUGEVAL authorised issuers may offer securities to the public. Primary offerings must be serial issues registered in the Registro Nacional de Valores e Intermediarios, with audited financials and a binding prospectus. Debt under 360 days is commercial paper and longer debt is bonds, both enforceable as executive titles. Secondary trading happens through stock exchanges owned by brokerage firms (puestos de bolsa), and only registered issues can be offered publicly.

Key facts

SUGEVAL authorisation and registration for public offers	Yes textLey 7732 art. 2, 10, 11, as of 2026-10-30 · in force
Maximum term of commercial paper (longer issues are bonds)	360 daysLey 7732 art. 15, as of 2026-10-30 · in force
Maximum stake of one puesto de bolsa in an exchange	20 %Ley 7732 art. 27, as of 2026-10-30 · in force

The rule

1. A public offer is any express or implied offer to issue, place, trade or deal in securities among the investing public; only SUGEVAL authorised persons may make one. SUGEVAL sets by regulation the qualitative and quantitative criteria that separate public from private offers.Ley 7732, art. 2, as reformed by Ley 9746, 2019-10-16 official text · verified 2026-10-30

2. Only serial issues authorised by SUGEVAL may be publicly offered on the primary market; individual debt issues of SUGEF supervised entities are exempt, and issues by the State and non bank public institutions are exempt only from the authorisation.Ley 7732, art. 10, 1997-12-17 official text · verified 2026-10-30

3. Authorisation requires an application, the issue resolution and terms, an external audit registered with SUGEVAL (which may extend to group companies), a prior registered prospectus binding on the issuer, and placement deadlines.Ley 7732, art. 11, 1997-12-17 official text · verified 2026-10-30

4. CONASSIF may partly exempt small share or convertible issues aimed at a limited number of investors, but not when the issuer already has similar securities trading on an organised secondary market.Ley 7732, art. 14, 1997-12-17 official text · verified 2026-10-30

5. Issues under 360 days must take the form of commercial paper and issues of 360 days or more the form of bonds; renewal of a commercial paper programme on equal terms only needs notice to SUGEVAL ten business days before maturity.Ley 7732, art. 15 and 16, 1997-12-17 official text · verified 2026-10-30

6. Commercial paper, bonds and their coupons may be to order or bearer and are executive titles for enforcement.Ley 7732, art. 17, 1997-12-17 official text · verified 2026-10-30

7. Secondary markets are organised by stock exchanges authorised by SUGEVAL; only issues registered in the Registro Nacional de Valores e Intermediarios may be traded and publicly offered there. Sales and repos of publicly offered securities must go through exchange members or admitted remote operators, or the trade is voidable.Ley 7732, art. 22 and 23 (art. 23 reformed by Ley 10973), 2026-09-02 official text · verified 2026-10-30 · changed: Ley 10973 (in force 7 Sep 2026) added admitted remote operators from recognised jurisdictions as a channel besides local exchange members.

8. Exchanges are sociedades anónimas owned by their puestos de bolsa; no single puesto may hold more than 20% of an exchange's capital.Ley 7732, art. 27, 2026-09-02 official text · verified 2026-10-30

9. Capital raised by a non financial company for its own working capital or projects through SUGEVAL registered issues is not financial intermediation requiring SUGEF authorisation.Ley 7558, art. 116, as reformed by Ley 10973, 2026-09-02 official text · verified 2026-10-30

Worked example

A Costa Rican operating company wants to fund a plant with a 5 year colón bond. It registers with SUGEVAL, files audited statements and a prospectus, obtains authorisation of the series, and places it through a puesto de bolsa on the exchange. Because it is a 5 year instrument it must be a bond, not commercial paper, and the proceeds fund its own project, so no SUGEF licence is needed.

Step by step

Appoint a puesto de bolsa as structuring agent.
Register the issuer in the Registro Nacional de Valores e Intermediarios with external audit.
File the prospectus and issue terms for SUGEVAL authorisation.
Obtain a rating if required by SUGEVAL rules (rating agencies are regulated in Ley 7732 art. 144 to 149).
Place directly or via the exchange without discriminating among investors (art. 12).

Common traps

SUGEVAL authorisation is not a judgement on the quality of the issue; documents and advertising must say so (art. 13).
Unregistered securities can trade on an exchange in limited cases but can never be publicly offered (art. 22).
Raising money from the public without a registered issue may be unauthorised intermediation under Ley 7558 art. 116 and 157.

Sources

← Banks and financial entities in Costa Rica: licence, ₡12,000 million minimum capital, foreign bank branchesForeign securities and remote foreign brokers in Costa Rica: the Ley 10973 recognised jurisdiction regime of 2026 →

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