Buying an existing business in Costa Rica: the due-diligence checklist
Last updated August 2026. Publication requirements and social-charge figures are adjusted over time — confirm the current rules for your specific acquisition before you rely on them.
The one thing you cannot skip: when you buy a commercial establishment, the Code of Commerce (arts. 478–489) requires the sale to be published three consecutive times in La Gaceta, opening a 15-day creditor-claim window. Miss that publication and the seller’s undisclosed debts can be enforced against you and the price you paid. Around it sits a full checklist: corporate, tax, labor/CCSS, permits and contracts.
Do I inherit the seller’s debts when I buy a business in Costa Rica?
You can — which is exactly why the procedure exists. When you buy a commercial establishment (the going concern: the name, goodwill, inventory and fixtures), the Code of Commerce (arts. 478–489, esp. art. 479) requires the transfer to be published three consecutive times in La Gaceta, the official gazette. That publication opens a 15-day window — running from the first publication — in which the seller’s creditors can present their claims against the purchase price before it changes hands.
Handled correctly, the price is held through that window, declared and undeclared debts surface, and your exposure to the seller’s past is fenced off. Handled carelessly — or skipped to “save time” — and the seller’s undisclosed creditors can come after you and the money you paid. The publication is not paperwork friction; it is the single step that separates buying a business from buying its debts.
Should I buy the assets or the shares of the company?
This is the decision that shapes every other risk. Buying the assets— the establishment itself, dropped into a clean new company — lets you use the Code of Commerce business-sale publication to wall off the seller’s liabilities. Buying the shares of the existing S.A. or S.R.L. means you inherit the whole company exactly as it stands: every tax arrear, labor claim, pending lawsuit and quietly signed guarantee travels with it.
Sellers frequently push a share transfer precisely because it moves those risks onto the buyer — and because it can look cheaper on the surface. For a foreign buyer, an asset purchase inside a properly formed company is usually the safer path. Which structure fits your specific deal is a strategy call to make before you sign, alongside the S.A.-versus-S.R.L. choice covered in the starting-or-buying-a-business guide.
What does due diligence on a Costa Rica business actually cover?
Five layers, each with its own way of hiding a liability. A deal can look clean on the corporate record and still carry unpaid CCSS, a non-transferable patente, or a lease that dies on change of control. You clear them one at a time — before the money moves, not after.
| Layer | What to verify | The risk if you skip it |
|---|---|---|
| Corporate | Legal existence, share ownership, powers, registry liens | Buying a company you don’t control |
| Tax | Hacienda standing, income tax, IVA, corporation tax | Inherited arrears and blocked filings |
| Labor / CCSS | CCSS paid up, accrued cesantía, aguinaldo, payroll | Severance and social debt follow you |
| Permits / patente | Patente, health permit, sector licenses — transferable? | A business that can’t legally open |
| Contracts | Leases, suppliers, clients — change-of-control clauses | Key agreements collapse on transfer |
Around all five sits the Code of Commerce business-sale publication in La Gaceta — the step that caps your exposure to whatever the seller did not tell you. Treat this table as the map, then confirm each item for your specific target before you sign or fund.
How do I check for unpaid CCSS and labor liabilities?
This is the layer foreign buyers underestimate most. Confirm the business is current with the CCSS (Caja Costarricense de Seguro Social) on every employer social-security contribution, then quantify the accrued severance (cesantía) and the pending aguinaldo. On a transfer of the establishment the employment relationships and their accrued rights generally continue with you as the incoming employer (patrono sucesor), so unpaid CCSS and untaken labor rights become your liability, not the seller’s.
The staff you keep are also more expensive than the payroll line suggests once the full social-charge loading is added on top. Before you agree a price, price the people — the detail is in the real cost of hiring in Costa Rica.
What is the order of a business due-diligence review?
The sequence matters: settle the structure first, then work outward from the corporate record to the operating permits, and only publish and fund once each layer is clean. This is the rhythm I run for a foreign buyer:
- 01
Fix the deal structure
Decide asset purchase versus share purchase before anything else — it determines whether the Code of Commerce business-sale publication applies and how much of the seller's history you take on.
- 02
Verify the corporate record
Confirm the company's legal existence and standing, the true share ownership, the powers of attorney, and any liens or annotations in the National Registry and the shareholder book.
- 03
Clear the tax standing
Check the company is current with Hacienda on income tax, IVA and the annual corporation tax, and obtain a tax-standing certificate so no arrear rides along.
- 04
Audit labor and CCSS
Verify payroll, quantify accrued cesantía and aguinaldo, and confirm CCSS contributions are fully paid — because these follow the business to you.
- 05
Confirm permits, patente and contracts
Check the municipal patente, health permit and sector licenses are current and transferable, and read every lease and key contract for change-of-control clauses.
- 06
Publish the business sale in La Gaceta, then fund
On an establishment sale, publish three consecutive times in La Gaceta, hold the price through the 15-day creditor-claim window (from the first publication), and release funds only once it closes clean.
Why does the due diligence need an independent attorney?
Because the person who introduces the deal is rarely the person who will tell you to walk away from it. The seller’s lawyer, the broker’s lawyer and the accountant already on the books all have a reason to keep the transaction moving. Your due diligence is only worth the paper it is written on if the lawyer running it answers to you and to no one on the other side of the table.
With more than thirty years of practice — including a term as Legal Director of RECOPE, Costa Rica’s state energy company, where corporate, contractual and regulatory exposure was the daily brief — I run the checklist as an attorney and notary who works for the buyer alone. The La Gaceta business-sale publication, the tax and CCSS standing, the permits: the point of all of it is to find the problem while you can still reprice or leave.
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If the business owns real estate, the annual taxes and holding costs that come with it.
Do you even need a lawyer?
Why your counsel must be independent — not the seller's or the broker's introduction.
More in The Journal, or back to the Costa Rica attorney for foreign investors hub.
Do I inherit the seller's debts when I buy a business in Costa Rica?
You can — unless the sale is handled correctly. When you buy an existing commercial establishment, the Code of Commerce (arts. 478–489, esp. art. 479) requires the transfer to be published three consecutive times in La Gaceta, which opens a 15-day window (from the first publication) for the seller's creditors to present claims against the price. If you skip that publication, the seller's undisclosed creditors can pursue you and the amount you paid. Buying the company's shares is worse still: you acquire the entire company with all of its history, debts and contingencies attached.
What is the La Gaceta business-sale publication?
It is the legal procedure that protects a buyer of a commercial establishment in Costa Rica. Under the Code of Commerce (arts. 478–489), the sale must be published three consecutive times in the official gazette, La Gaceta, so any creditor of the seller has a defined 15-day window (running from the first publication) to present a claim. During that window the purchase price is held rather than handed over, so declared and undeclared debts surface before the money leaves escrow. Done properly, it caps the buyer's exposure to the seller's past liabilities. Skipped, it leaves the buyer exposed.
Should I buy the assets or the shares of the company?
In most cases a foreign buyer is safer buying the assets — the establishment, equipment, inventory, name and goodwill — inside a clean new company, using the Code of Commerce business-sale publication to fence off the seller's debts. Buying the shares means you step into the existing company exactly as it is: every tax arrear, labor claim, lawsuit and hidden guarantee comes with it. Sellers often prefer a share sale precisely because it moves those risks onto you. The choice is a strategy decision to take before you sign anything.
How do I check for unpaid CCSS and labor liabilities?
Confirm the business is current with the CCSS (Caja Costarricense de Seguro Social) on all employer social-security contributions, and quantify accrued severance (cesantía) and the pending aguinaldo. On a transfer of the establishment, the employment relationships and accrued rights generally continue with you as the incoming employer (patrono sucesor), so unpaid CCSS and untaken labor rights become your problem. Payroll cost is also higher than most foreign buyers expect once the full social-charge loading is included.
What permits transfer with a business in Costa Rica?
The municipal business license (patente municipal), the Ministry of Health operating permit (permiso sanitario de funcionamiento) and any sector-specific licenses are tied to the operator and premises. They must be confirmed current and, crucially, transferable — some are, some require a fresh application in the new owner's name, and the rules vary by municipality. A business that cannot legally keep operating on day one is worth far less than the seller's price implies.
How long does due diligence on a Costa Rica business take?
For a straightforward small business, a focused review of the corporate record, tax standing, CCSS status, permits and key contracts is usually a matter of weeks, plus the La Gaceta business-sale publication window. Complications — pending lawsuits, missing filings, an unclear share history or non-transferable permits — extend it. The point of due diligence is not speed; it is finding the problems while you can still walk away or reprice, rather than after the money has moved.
Looking at a business, and not sure what you’d be taking on?
We start with a Strategic Valuation Session — a focused, paid US$350 consultation (there is no free call) to map the deal structure, the La Gaceta business-sale publication, the tax and CCSS exposure and the permits that must transfer, in English. It is credited toward your engagement if we proceed.
Book a Strategic Valuation Session