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Tender offers, 10% holdings and insider dealing in Costa Rica's securities market

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

Anyone reaching 10% of the capital of a company registered with SUGEVAL must report it to the company, the exchanges and SUGEVAL, and directors and managers must report every trade. Acquiring a significant stake (the threshold is set by SUGEVAL regulation) requires a tender offer to all shareholders; without it the buyer cannot vote those shares and decisions taken with them are void. Insiders may not trade or tip on non public price sensitive information and must wait three months between a sale and a new purchase.

Key facts

Holding that triggers disclosure to SUGEVAL, issuer and exchanges	10 % of subscribed capitalLey 7732 art. 34, as of 2026-10-30 · in force
Mandatory tender offer threshold	Significant participation as set by SUGEVAL regulation textLey 7732 art. 36, as of 2026-10-30 · in force
Insider cooling off period between sale and purchase	3 monthsLey 7732 art. 104, as of 2026-10-30 · in force

The rule

1. Whoever, alone or through others including its economic group, comes to control 10% or more of the subscribed capital of a company registered in the Registro Nacional de Valores e Intermediarios must report it to the company, the exchanges where the shares trade and SUGEVAL.Ley 7732, art. 34, 1997-12-17 official text · verified 2026-10-30

2. Directors, members of the supervisory committee and managers of a registered company must report all their trades in its shares regardless of size.Ley 7732, art. 35, 1997-12-17 official text · verified 2026-10-30

3. Acquiring, in one or several acts, a significant participation in a registered company requires a tender offer to all shareholders. SUGEVAL regulation sets the significant percentage, computation rules, conditions, guarantees, board limits, competing offers, proration, minimum price and exemptions.Ley 7732, art. 36, 1997-12-17 official text · verified 2026-10-30

4. A buyer who reaches the significant participation without a tender offer may not vote those shares, resolutions adopted with them are void and SUGEVAL may challenge them.Ley 7732, art. 37, 1997-12-17 official text · verified 2026-10-30

5. A holder of more than 50% of the votes may not amend the bylaws (except as SUGEVAL allows) without a tender offer to the other voting shareholders; voluntary offers must also be addressed to all holders.Ley 7732, art. 38 and 39, 1997-12-17 official text · verified 2026-10-30

6. Anyone with privileged information (concrete, non public and price sensitive) must not trade, tip or recommend the securities. Directors, officers, auditors, holders of more than 10%, advisers and rating analysts are presumed insiders.Ley 7732, art. 102 and 103, 1997-12-17 official text · verified 2026-10-30

7. Presumed insiders may not buy securities of their company within three months of their last sale, nor sell within three months of a purchase.Ley 7732, art. 104, 1997-12-17 official text · verified 2026-10-30

Worked example

An investor buys 11% of a SUGEVAL registered company on the exchange. It must report the 10% crossing to the company, the exchange and SUGEVAL. If it keeps buying past the significant participation set in SUGEVAL's tender offer regulation without launching an offer to all shareholders, it loses the vote on the shares so acquired and any resolution passed with them is void.

Step by step

Aggregate holdings across the whole economic group before trading.
Report the 10% crossing promptly to the issuer, the exchanges and SUGEVAL.
Check SUGEVAL's tender offer regulation for the current significant percentage and minimum price rules before building a larger stake.
Set insider lists and blackout windows for directors and advisers.

Common traps

Holdings of the economic group count as the buyer's own (art. 34).
Directors must report every trade, even small ones (art. 35).
The three month rule applies in both directions, sale then purchase and purchase then sale (art. 104).

Sources

Ley 7732, Ley Reguladora del Mercado de Valores (SCIJ, current version)

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