Corporate or Personal Ownership in Costa Rica

Buying shares means buying the whole company

If you buy the shares, you acquire the company as it stands — including any debts, tax positions, contracts or claims it carries, whether or not they relate to the property.

That is why a share purchase needs a review of the company itself and not only of the land: corporate tax status, annual filings, the state of the corporate books, and whether the share certificates actually exist and are in order.

A clean parcel inside a company with unpaid obligations is not a clean purchase.

The filings that lapse quietly

Costa Rican corporations carry annual obligations that are easy to let slide: the corporate tax (impuesto a las personas jurídicas), tax filings, and the Beneficial Ownership Registry declaration filed with the Central Bank.

A lapsed Beneficial Ownership filing can block registry transactions and carries penalties, which means it can stall a closing that is otherwise ready.

Transferring the property instead

Moving the property out of the company and into your own name or a new entity avoids inheriting the company's history, but it is a registered transfer with its own transfer taxes and costs.

Which route is cheaper and which is safer are two different questions, and the answer depends on the specific company. This is a decision to make with a Costa Rican attorney and an accountant, not from a general guide.