Legal work in Costa Rica is rarely about the transaction. It is about how the transaction is structured.
Foreign investors typically arrive with a clear objective — acquire property, establish a company, or manage ongoing obligations. What is less visible at the outset is how these decisions interact. Ownership structure, tax position, compliance requirements, and residency status tend to operate together, whether they are planned that way or not.
Mora, Yglesias & Asociados is a law firm based in Costa Rica, founded in 1938, advising foreign investors on real estate transactions, corporate structuring, tax compliance, immigration, and dispute resolution.
We operate from San José and Nosara, Guanacaste, assisting clients across property investment, business operations, and multi-entity structures — in Spanish, English, German, Italian, and French.
The Firm
Most engagements do not begin with a single legal question. They begin with a situation that spans multiple areas — property, corporate structure, tax, or immigration — even when it appears straightforward at first.
Over time, certain patterns become familiar.
Legal outcomes are rarely defined by one decision in isolation. They are shaped by how those decisions fit together.
Mora, Yglesias & Asociados has operated continuously since 1938 through changes in regulation, tax frameworks, and property markets in Costa Rica. This continuity allows us to approach each matter with a broader view of how these elements interact in practice.
Our work integrates corporate, tax, immigration, notarial, and dispute matters as part of a single structure — because in practice, they are not separate.
What We Actually Do
We do not approach legal work as a set of isolated services.
We focus on how decisions are made at the outset and how they affect everything that follows.
For some clients, this involves structuring a property acquisition through the appropriate entity. For others, it involves aligning corporate, tax, and residency considerations before operations begin. In many cases, it involves refining an existing structure so that it functions as intended.
The issue is rarely the document. It is the structure behind it.
Legal Work in Costa Rica for Foreign Investors
Foreign investors in Costa Rica typically engage legal counsel across four areas: real estate transactions, corporate structuring, annual compliance, and immigration.
These areas tend to intersect.
A property may be held through a Costa Rican entity. That entity carries annual reporting obligations. Those obligations may depend on who ultimately owns the company and where they reside.
In practice, these elements operate as a single system.
Corporate Compliance in Costa Rica
Most Costa Rican companies are subject to recurring annual obligations.
Annual corporate obligations in Costa Rica include:
- Corporate Income Tax (January)
- Declaración Informativa D-195 (March)
- RTBF — Registro de Transparencia y Beneficiarios Finales (April)
The RTBF filing requires a digital signature issued by the Central Bank of Costa Rica (BCCR), which is typically only available to residents. Foreign investors often rely on a Poder Generalísimo — a full power of attorney — to comply with this requirement.
These filings are not independent tasks. They are part of an ongoing compliance cycle.
Real Estate Transactions in Costa Rica
Real estate transactions in Costa Rica involve more than title verification.
Foreign investors purchasing property in Costa Rica often choose between holding assets personally or through a Costa Rican entity, depending on tax, liability, and succession considerations.
In coastal areas such as Samara, Tamarindo, and other parts of Guanacaste, properties may fall within the Maritime-Terrestrial Zone. In these cases, the land is held under concession rather than full ownership, and additional restrictions apply to foreign investors.
Transfer tax (1.5%), documentary stamps, and notarial fees apply to most transactions, along with National Registry registration.
The structure used to acquire the property determines how these elements interact.
Corporate Structuring (S.A. vs S.R.L.)
Costa Rica offers two primary limited liability structures: the Sociedad Anónima (S.A.) and the Sociedad de Responsabilidad Limitada (S.R.L.).
An S.A. allows for flexible share transfer and is commonly used in investment structures. An S.R.L. offers more controlled ownership and simpler administration.
The selection is not procedural. It defines how ownership, control, and transferability function over time.
Immigration and Legal Structure
Residency categories in Costa Rica — including rentista, inversionista, and pensionado — operate alongside corporate and tax considerations.
Investment thresholds, income requirements, and documentation standards may affect how assets are held and how compliance is managed.
For foreign investors, these elements are typically connected from the outset.
Banking and Regulatory Context (SUGEF)
For developers and operating businesses, legal structure extends into the financial system.
Costa Rican banks operate under SUGEF (Superintendencia General de Entidades Financieras), which imposes requirements related to beneficial ownership, source of funds, and transaction monitoring.
These requirements affect how accounts are opened, how funds are received, and how projects are evaluated.
They are not separate from legal structuring. They are part of it.
Real Estate Development and Project Structuring
Real estate development in Costa Rica introduces a different layer of complexity.
A development project may involve:
- A holding entity for the land
- SUGEF inscription for financial supervision
- One or more operating entities
- Investor participation or capital structuring
- Sales of individual units or concession rights
Each of these elements interacts with tax, regulatory, and banking requirements.
For example, the way a project receives funds will affect how banks evaluate it under SUGEF compliance standards. The way ownership is structured will affect both control and transferability of units. In coastal areas such as Guanacaste, additional considerations apply where land is subject to concession regimes rather than full ownership.
These are not separate decisions. They form part of a single structure that determines how the project operates over time.
Financial Compliance for Real Estate Developers
Real estate development in Costa Rica operates under a regulatory layer that goes beyond standard corporate compliance.
Developers receiving investment capital, selling units, or managing project funds are subject to oversight by SUGEF — the Superintendencia General de Entidades Financieras — which imposes requirements related to beneficial ownership, anti-money laundering documentation, source-of-funds verification, and transaction monitoring.
In practice, this affects how the project is structured from the beginning:
- How entities are organized — holding companies for land, operating entities for construction, and in some cases trust structures (fideicomisos) for managing project funds and pre-sale proceeds
- How capital enters the project — banks require documentation that aligns with corporate structure, tax declarations, and ownership transparency before processing incoming funds
- How units are sold — pre-sale agreements, escrow arrangements, VAT treatment on unit sales, and the transfer of concession rights in coastal areas each carry specific legal and tax requirements
- How banking relationships are maintained — inconsistencies between corporate structure, beneficial ownership disclosures, and declared income can delay transactions, limit account functionality, or trigger additional review
These requirements are not optional steps added at the end of a project. They define how the project operates from the moment it is capitalized.
Corporate formation, tax position, SUGEF compliance, and banking documentation must function as a single coordinated framework, because in practice, banks and regulators evaluate them together.
How It Works
Initial review
We assess the full context of your situation, not only the specific matter raised.
Scope and pricing
We define the engagement and quote it as a complete process, including regulatory coordination and government costs.
Execution
We handle the legal, notarial, and administrative steps required to implement the structure.
Ongoing management
Where applicable, we manage compliance and corporate obligations on an ongoing basis.
Why This Matters
In practice, the difference between a smooth process and a complicated one is rarely the transaction itself.
It is how it was structured before it took place.
Some decisions simplify what follows. Others introduce unnecessary complexity.
Understanding that distinction early changes the entire outcome.
Most problems are not created at closing. They are created long before it.
What Our Clients Say
“Manuel and his team are so efficient, professional and personable. I appreciate how helpful they were and clear with legal issues of buying a home.”
“Manuel Yglesias and his team consistently provide reliable, responsive, and proactive solutions to a wide variety of needs.”
“Mora, Yglesias & Asociados has been a true ally in our business needs. They are very knowledgeable in the legal support they provide and are willing to go the extra mile.”
“The whole team has made this transition of moving to Costa Rica easy and enjoyable.”
“They make things easy to understand and have always had the right suggestions no matter the complexity of the situation.”
“I would highly recommend the services provided by Mora, Yglesias y Asociados. Their professional advice, attention to detail and responsiveness makes it totally appreciated.”
Contact Us
If you are evaluating a property, a company, or compliance obligations in Costa Rica, you can contact us directly. We respond within one business day.
Av. 12, Calle 21 y 23, casa N.º 2180
Tel: +506 2222-8280
Entrada principal a Playa Guiones, de Café de París, 150 m oeste
Tel: +506 2682-1410