"Should I put it in a corporation?" comes up in almost every purchase I work on, usually while we're writing the offer. Many buyers have heard that "everyone" here buys through an S.A., and some assume it's required. It isn't. Both options are normal, and the right answer depends on how you'll use the property, who will inherit it, and how much yearly paperwork you're willing to carry.
The Two Options in Plain Terms
Personal name means you (and your spouse or co-buyers, if any) appear as the registered owner at the Registro Nacional. Corporate ownership means a Costa Rican company is the registered owner, and you own the company. Foreigners have essentially the same rights as citizens either way, and closing costs are about the same. (My post on closing costs breaks those down, and this one explains the notario's role in either kind of deed.)
S.A. vs. S.R.L.: What's the Difference?
These are the two company types you'll hear about most:
- S.A. (sociedad anónima): ownership is divided into shares, which transfer by endorsement. It needs a board of directors (president, secretary, and treasurer) plus a fiscal, an overseer. Shares are generally easy to transfer, which helps if partners may come and go.
- S.R.L. (sociedad de responsabilidad limitada): ownership is divided into cuotas (quotas), run by one or more managers (gerentes), with no board or fiscal. A new quota holder generally needs the other partners' approval, which many families like.
For a single vacation home or rental, the S.R.L. is often the leaner option (and there's a US tax wrinkle below that favors it). Either way, if none of the company's legal representatives lives in Costa Rica, the law requires a resident agent, a local attorney with an open office, which usually means a small annual fee.
Why Many Foreign Buyers Use a Company
- Liability separation. A claim arising from the property (a guest's injury, a contractor dispute) is generally aimed at the company's assets, not yours. That only holds if you keep company money separate and don't sign personally for its obligations.
- Some privacy. The public registry shows the company and its officers, not its shareholders. But every company must report its real owners confidentially to the Central Bank.
- Succession and co-ownership. Shares or quotas can be divided among children or moved between partners without re-deeding the property. It doesn't replace a Costa Rican will, though: the shares still have to pass to someone.
- A cleaner hand-off later. Some sellers sell the company instead of the property. That no longer saves taxes, and it creates real risk for the buyer.
The Real Costs and Obligations
A company isn't a one-time expense. Budget for all of this every year:
What a Costa Rica Company Costs to Keep
- Set-up: legal and registration fees, often in the range of $500 to $1,500 depending on the attorney.
- Corporate tax (Law 9428), due each January 31: set as a percentage of the government base salary, which is ₡462,200 for 2026. An inactive holding company pays 15% (₡69,330, about US$140). Companies registered for tax activity, like a rental, pay 25% (₡115,550), 30% (₡138,660), or 50% (₡231,100) depending on gross income.
- Beneficial ownership filing (RTBF), April 1 to 30: an annual declaration to the Central Bank's Registro de Transparencia y Beneficiarios Finales naming the people who own and control the company. Missing it can mean a fine of 2% of the prior year's gross income (minimum three base salaries, ₡1,386,600 in 2026), plus a block on registry certifications and filings.
- Tax filings: an inactive company files an informative return (Form 272, formerly D-195) by April 30 on Hacienda's TRIBU-CR platform. An active company files regular returns, which means a local accountant.
- Keeping it current: resident agent fees, legal books, and officer updates. Three consecutive years of unpaid corporate tax can lead to dissolution.
That's on top of the property taxes every owner pays. A corporate bank account also takes more paperwork than a personal one; see my banking guide.
Selling the Shares Doesn't Skip the Taxes Anymore
Selling a property "inside" a corporation by endorsing the shares used to be a common way around the transfer tax. That gap has closed. Law 9069 treats a transfer of control of a company that owns real estate as an indirect property transfer, so the 1.5% transfer tax applies. Since July 2019, Law 9635 has also taxed capital gains on real estate at 15%, and that includes indirect sales through shares. (Properties bought before July 2019 have a one-time option of 2.25% of the sale price instead.) A habitual home can be exempt; confirm with your accountant. The bottom line: choose a corporation for liability and planning reasons, not as a tax shortcut.
When Your Own Name Makes More Sense
For a lot of my buyers, especially someone buying a single condo like Bromelias 5 or Tucanes 5 mostly for their own use, personal-name ownership is simpler and cheaper. There's no corporate tax, no RTBF filing, no resident agent, and nothing to dissolve if you forget a payment. It's also the straightforward path to Inversionista residency. The trade-offs: your name is on the public registry, you're personally exposed to property claims (insurance helps), and your heirs will likely face a Costa Rican succession process unless you plan ahead with a local will.
Side-by-Side Comparison
How This Connects to Renting, Residency, and the Beach
Renting it out: a rental usually makes the company an active taxpayer in a higher corporate tax tier. VAT, income tax, and management are covered in renting out your Costa Rica property. Residency: a home in a passive holding company generally won't count toward the $150,000 Inversionista investment; the corporate route now requires an active company meeting extra conditions. Talk to an immigration attorney before closing. Beachfront: maritime zone concessions limit companies with majority foreign ownership, so structure matters most there. See my maritime zone guide.
US and Canadian Reporting: Loop In a Cross-Border Accountant
A structure that's cheap in Costa Rica can get expensive back home. For Americans: owning or being an officer of a foreign corporation can trigger IRS Form 5471 (missed-filing penalties start at $10,000 per form per year), plus FBAR and possibly Form 8938 for company accounts. The IRS treats a Costa Rican S.A. as a corporation with no option to elect otherwise, one reason some US buyers prefer an S.R.L. For Canadians: a vacation home you own personally and mostly use yourself is generally excluded from T1135 reporting. Shares of a Costa Rican company are a different asset for CRA, and can bring T1135 or T1134 filings depending on ownership and cost. Personal use of a company-owned home can also raise a shareholder-benefit question. If you rent, this post on Canadian tax and Costa Rica rental income covers the income side. Get advice before you choose a structure, not after.
Shelf Companies and Properties Already Inside an Old Corporation
A "shelf" company is formed in advance and sits unused until someone buys it; since new companies can now be formed quickly, there's rarely a reason to. The bigger issue is a seller offering their company along with the house. Buy the shares and you inherit everything the company ever did: unpaid taxes, missed RTBF filings, debts, employee claims, or lawsuits that never show up in the property record. Many attorneys recommend moving the property into a fresh company or your name instead. If you do buy the company, your attorney should check at least:
Due Diligence on the Company, Not Just the Property
- Registry certification of the company, its officers, and powers of attorney.
- Corporate tax paid for every year, and RTBF and Hacienda filings up to date.
- Social security (CCSS) and municipal status, including any history of employees.
- Complete legal books and a clean chain of share or quota transfers.
- Court searches for lawsuits, plus written seller guarantees against unknown liabilities.
Whatever you choose, plan how the funds will arrive before closing, and see my buyer's guide for the full process. Still browsing? Start with my featured listings, including an oceanfront home in Ocotal.
Frequently Asked Questions
Do I need a corporation to buy property in Costa Rica?
No. Foreigners can buy and hold titled property in their own name with essentially the same rights as citizens. A corporation is optional, and whether it makes sense depends on liability, succession, rental plans, residency, and your home-country tax reporting.
How much does it cost to keep a Costa Rica corporation each year?
In 2026 the corporate tax under Law 9428 is ₡69,330 for an inactive company and ₡115,550 to ₡231,100 for active ones, based on a base salary of ₡462,200. Add the annual RTBF filing, a tax filing, resident agent fees if no representative lives in Costa Rica, and accounting if the company rents the property.
Does selling the corporation's shares avoid the transfer tax?
Generally not anymore. Law 9069 treats a transfer of control of a company that owns real estate as an indirect property transfer subject to the 1.5% transfer tax, and Law 9635 taxes capital gains on indirect sales through shares too.
Should I buy a property by buying the seller's existing corporation?
Be careful. Buying the shares means inheriting the company's history, including unpaid taxes, missed filings, debts, or lawsuits. Many attorneys recommend moving the property into a new company or your own name instead, and full due diligence on the company is essential if you go ahead.
Can a property held in a corporation qualify me for Inversionista residency?
Generally not if it's in a passive holding company. Real estate for the $150,000 Inversionista category is most straightforward in your own name, and the corporate route requires an active company that meets additional conditions. Confirm with an immigration attorney before you close.
