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Acquiring a Costa Rican company: COPROCOM merger control, share transfer formalities and deal traps from free zones and concessions

Last verified: 2026-10-29 · Status: Stable

Buying a Costa Rican business needs no foreign investment approval, but a deal that meets COPROCOM's thresholds (combined Costa Rican sales or assets of 30,000 salarios base, ₡13,866,000,000 in 2026, and two parties with 1,500 salarios base each) must be notified and cannot close until cleared: 30 calendar days in phase one, up to 90 more in phase two, with silence meaning approval. Telecom deals go to SUTEL whatever their size. Share transfers are recorded in the company's share register, and targets with free zone status, coastal concessions or public concessions carry their own limits.

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. Amounts set in salarios base use the 2026 salario base of ₡462,200 (Circular 246-2025 of the Consejo Superior del Poder Judicial, under Ley 7337 art. 2).

Key facts

Merger notification threshold: combined Costa Rican sales or assets	30000 salarios baseLey 9736 art. 89(b); Resolución COPROCOM 01-2019, as of 2026-10-29 · in force
Merger notification threshold: combined, 2026 colón value	13866000000 CRCResolución COPROCOM 01-2019 at ₡462,200 salario base, as of 2026-10-29 · in force
Merger notification threshold: each of two parties	1500 salarios baseLey 9736 art. 89(c); Resolución COPROCOM 01-2019, as of 2026-10-29 · in force
Merger review phase one	30 calendar daysLey 9736 art. 94, as of 2026-10-29 · in force
Merger review phase two, additional	90 calendar daysLey 9736 art. 94, as of 2026-10-29 · in force
Closing before clearance prohibited	yes yes or noLey 9736 art. 95, as of 2026-10-29 · in force
Maximum fine for unnotified deals with anticompetitive effects	10 % of turnoverLey 9736 art. 118(f) and 119(e), as of 2026-10-29 · in force

The rule

1. A concentration is a merger, acquisition, purchase of a business, strategic alliance or any act by which companies, shares, capital, trusts, management powers or assets of previously independent economic agents come together and one acquires lasting economic control over another, or a new agent is formed under joint control, or anyone acquires control of two or more independent agents.Ley 9736, art. 88, 2019-09-05 official text · verified 2026-10-29

2. A concentration must be notified to COPROCOM before execution if, cumulatively: at least two parties have had activities with effects in Costa Rica in the two previous fiscal years; the parties' combined Costa Rican gross sales or productive assets in the previous fiscal year reach the threshold COPROCOM sets between 30,000 and 60,000 salarios base; and at least two parties individually reach the threshold set between 1,500 and 9,000 salarios base. Successive deals within two years count together. Any party may notify, at any time from the first act aimed at the deal until execution. In telecommunications every concentration must be notified to SUTEL.Ley 9736, art. 89, 2019-09-05 official text · verified 2026-10-29

3. COPROCOM set the thresholds at the bottom of each range: 30,000 salarios base for the combined test and 1,500 salarios base for the individual test. No later threshold resolution appears on SCIJ, where this one is listed as in force.
Example: With the 2026 salario base of ₡462,200 the combined threshold is ₡13,866,000,000 and the individual threshold ₡693,300,000. / About US$30,486,785.98 combined and US$1,524,339.30 individual.Resolución COPROCOM 01-2019 (La Gaceta 241, 18 Dec 2019), Por tanto 1 and 2, 2019-11-19 official text · verified 2026-10-29

4. Exempt from prior notification: purchases in the buyer's ordinary course of business that do not concentrate independent agents, and temporary purchases for resale within one year where the buyer does not take part in strategic decisions; if conditions change or the year passes, the buyer must notify within ten business days.Ley 9736, art. 91, 2019-09-05 official text · verified 2026-10-29

5. The notification is in Spanish, has the force of a sworn statement and covers the transaction, the parties and their groups, capital structure and control before and after, activities, affected markets and shares, and threshold figures, and may include an effects analysis and commitments. COPROCOM checks completeness within 15 business days and may require missing information once more within 15 business days, after which the file is archived.Ley 9736, art. 92 and 93, 2019-09-05 official text · verified 2026-10-29

6. Phase one ends with a decision within 30 calendar days of a complete notification; a phase two may add up to 90 calendar days. Clocks stop while information is missing. If no decision is issued in time the deal is deemed approved without conditions. Third parties are given ten business days to provide information.Ley 9736, art. 94 and 96, 2019-09-05 official text · verified 2026-10-29

7. A notifiable deal cannot be executed before approval; COPROCOM may lift the suspension in exceptional cases on a reasoned request, possibly with conditions.Ley 9736, art. 95, 2019-09-05 official text · verified 2026-10-29

8. Notifying after closing is a minor infringement (fine of 0.1 to 3 percent of total turnover in the previous fiscal year); failing to notify or closing without authorisation is serious (0.1 to 5 percent); and if the unnotified deal has anticompetitive effects it is very serious (0.1 to 10 percent), with possible orders to unwind. Individuals who take part in unlawful concentrations face 1 to 680 salarios base.
Cost to do it: Individual fine up to 680 salarios base: ₡314,296,000 in 2026 (about US$691,033.82).Ley 9736, art. 116, 117, 118 and 119, 2019-09-05 official text · verified 2026-10-29

9. The law provides a notification fee set on a cost of service basis, but COPROCOM resolved that it will not charge it until its budget includes the resources needed to apply the fee methodology regulation.Ley 9736 art. 17(c) and 92; Resolución COPROCOM RES OS 009 2023 (La Gaceta 112, 6 Jul 2023), Por tanto, 2023-06-14 official text · verified 2026-10-29

10. A sociedad anónima keeps registers of each shareholder's name, nationality and address, shares held, payments, transfers, exchanges and liens. The bylaws may require board authorisation to transfer registered shares; the board must then authorise or name a buyer at market or appraised price, silence counts as consent, and the company may refuse to register an unauthorised transfer.Código de Comercio (Ley 3284) as amended by Ley 9068, art. 137 and 138, 2012-09-10 official text · verified 2026-10-29

11. Free zone status does not survive a takeover as a way in: projects resulting from the acquisition of a company that paid Costa Rican income tax, or of its main assets, cannot enter the regime, and if a beneficiary acquires such a company after entry its exemptions on imports and profits are reduced in proportion to the acquired assets over total assets.Ley 7210, art. 1 bis added by Ley 10234, art. 1 bis(5), 2022-05-04 official text · verified 2026-10-29

Test	Salarios base	Colones	USD at ₡454.82
Combined Costa Rican sales or productive assets of all parties, previous fiscal year	30,000	₡13,866,000,000	US$30,486,785.98
Each of at least two parties, Costa Rican sales or productive assets	1,500	₡693,300,000	US$1,524,339.30
Phase one review		30 calendar days
Phase two review		up to 90 more calendar days

COPROCOM notification tests in 2026 (salario base ₡462,200)

Worked example

A Mexican food group buys 100 percent of a Costa Rican distributor. The target sold ₡2,500,000,000 (US$5,496,680) in Costa Rica last year and the buyer's local subsidiary sold ₡12,000,000,000 (US$26,384,064). Combined ₡14,500,000,000 exceeds ₡13,866,000,000 and both exceed ₡693,300,000, so the deal must be notified and cannot close before clearance; plan for 30 days plus completeness review, and up to 90 more if phase two opens.
If the buyer's local sales were ₡10,000,000,000, the combined figure of ₡12,500,000,000 is below the threshold and no notification is required (unless it is a telecom deal, which always goes to SUTEL).

Step by step

Run the COPROCOM tests on the previous fiscal year using Costa Rican sales or productive assets of each party and its group.
If notifiable, prepare the Spanish filing early; it is a sworn statement and incompleteness stops the clock.
Make clearance a condition precedent and do not take control, appoint management or integrate before approval.
Check the target's bylaws for board approval of share transfers and update the share register and the RTBF beneficial ownership filing after closing.
Review free zone executive agreements, coastal or public concessions and sector licences for change of control consents.
Model the seller's capital gains tax and any withholding (taxes/capital-gains).

Common traps

Silence approves the deal only after the full phase one or two terms have run on a complete file.
The thresholds are set in salarios base, so the colón figure changes every year when the salario base changes.
Successive acquisitions within two years are added up.
Telecom concentrations go to SUTEL regardless of size.
Buying a taxpayer to move it into a free zone does not work, and acquisitions by a beneficiary cut its exemptions.
Coastal concession companies cannot pass more than 50 percent to foreigners (investing/restricted-activities-and-ownership-limits).

Sources

← Restricted activities and ownership limits in Costa Rica: coastal concessions, private power, fuels, mining and assets the State cannot give upPublic works concessions and PPPs in Costa Rica: Ley 7762, private initiatives, the 20 percent equity rule and the 50 year cap →

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