Costa Rica Property: Personal Name or Corporation? What Each One Actually Obliges You To Do

My Guanacaste Real Estate · CELAFI-Certified Buyer Advisory · Updated September 14, 2026

Last reviewed September 2026. Amounts and deadlines are stated with the institution and the source they come from. Where we could only reach a professional summary rather than the statute itself, we say so at that point rather than implying we read the law.

Ask whether to hold Costa Rican property in your own name or in a corporation and you will get a confident answer about asset protection and easier resale. What almost nobody tells a foreign buyer is that the corporation is not a structure you set up. It is a subscription you have to keep paying, on three separate dates, to three separate institutions.

Miss one of them and the consequences are not a late fee. On one of the three, the Registro Nacional stops issuing your company’s personería and stops registering its documents, and a notary is obliged to record the failure in whatever they draft. In practice that means you cannot sell the property until it is fixed.

This is what each option actually obliges you to do, what it costs every year, and who each one genuinely suits.

Method
Costa Rica’s official legal database, the Sistema Costarricense de Información Jurídica, would not serve us the text of Ley 9428 while we were writing, so the 2026 tax amounts here are quoted from a published professional tax alert and attributed to it, not presented as though we read the statute. Everything about the beneficial-ownership register comes from the supervising institution’s own pages. Colon amounts are stated as published; where you see a dollar equivalent it is converted at the Central Bank reference rate and rounded. Verify current-year amounts with your accountant before you budget from them, because these reset in January.

What the choice actually is

You are not choosing between two ways of owning. You are choosing between owning the property and owning a company that owns the property. In the first case the Registro shows your name on the folio real. In the second it shows a company, and what you own are the shares or quotas of that company. Everything else follows from that difference.

A foreigner can hold Costa Rican titled property directly, in their own name, with exactly the same rights as a citizen. That is worth stating plainly because the corporation is often presented as though it were a requirement for foreign buyers. It is not. The buying process itself is the same either way.

What changes is what you are holding, who the counterparty is when you sell, and what you have to maintain in between. The last of those is the part that gets left out of the sales conversation, and it is the part you live with for as long as you own the property.

One thing the corporation genuinely does. It separates the property from your personal estate, which matters for liability and, for some families, for succession. If you die holding property in your own name, your heirs go through a Costa Rican succession process for that asset. If you die holding shares in a company, what passes is the shares. Whether that is simpler depends entirely on your home jurisdiction and your will, and it is a question for an attorney in both countries, not one.

The three dates nobody mentions

A Costa Rican company carries three separate annual obligations on three separate dates. The corporate entity tax is due in January. The informative return for inactive companies is due by 30 April. The beneficial-ownership declaration has its ordinary filing window in October. Three institutions, three forms, three different penalties, and none of them is waived because the company does nothing but hold a house.

The annual compliance calendar of a Costa Rican holding company

When	What	Who it goes to
31 January	Impuesto a las personas jurídicas, the annual corporate entity tax	Ministerio de Hacienda, collected through the Registro Nacional
By 30 April	Form 272, the informative return for inactive legal entities, formerly D-195	Dirección General de Tributación, through TRIBU-CR
1 to 31 October	RTBF, the beneficial-ownership declaration	Registered through the Central Bank system, supervised by the ICD

None of these three existed in the form they have now a decade ago, which is why so much of the English-language advice about Costa Rican corporations is out of date rather than wrong. It was written when the corporation really was close to a set-and-forget structure.

If you take one thing from this article, take this. Ask whoever proposes the corporation, in writing, who is responsible for each of those three filings, what it costs per year, and what happens if they miss one. If the answer is vague, you have learned something more useful than anything about asset protection.

The one that can stop you selling

The beneficial-ownership register, the RTBF, is the obligation with teeth. Its ordinary annual window runs from 1 to 31 October. The supervising institution states that the Registro Nacional will not issue certifications of legal representation, nor register documents, for anyone not current with it, and that notaries must record the failure in the documents they issue.

The RTBF is the declaration of who ultimately owns and controls the company — the real people behind it, not the nominal shareholders. The institution that supervises it publishes the annual window as 1 to 31 October, and sets out what happens when a company is not up to date.

Three consequences are worth reading carefully. First, a fine: a proportional penalty of 2% of the gross income of the prior period’s income tax. Second, and far more disruptive, el Registro Nacional no emitirá certificaciones de personería jurídica o inscribirá documentos a quien no se encuentre al día. Third, los notarios públicos deberán consignar este incumplimiento en los documentos que emitan.

Read the second one again as a property owner. A sale of property held in a company requires a current personería to prove who may sign for it, and requires the transfer deed to be registered. If the company is not current with the RTBF, the Registro will not give you the first and will not do the second. The buyer’s attorney will find this in the first hour of their due diligence, and the closing stops there. It is fixable, but it is fixable on the institution’s timetable, not on your buyer’s.

Being current also conditions other things that a property owner eventually wants: tax exemptions, municipal licences, concessions and public contracting. If any part of your plan involves a municipal patente for a rental, this is not a formality. The due diligence checklist covers what to demand of a company you are buying into, and this is now near the top of it.

What the structure costs every year

The corporate entity tax is the visible cost and it is not the whole cost. For the 2026 period an inactive company paid ¢115,550, roughly US$250, due by 31 January. On top of that sit the professional fees for preparing three filings a year, a resident agent where one is required, and the legal work of keeping the company’s books and representation in order.

A published professional tax alert for the 2026 period sets out the amounts. They are expressed as percentages of the salario base, which for 2026 was stated as ¢462,200, and the alert notes the rates were unchanged from previous periods.

Impuesto a las personas jurídicas, 2026 period, as published

Category	Amount	Share of salario base
Entity not registered as a taxpayer	¢69,330	15%
Inactive, or in the simplified regime	¢115,550	25%
Active, gross income 120 to 280 salarios base	¢138,660	30%
Active, gross income above 280 salarios base	¢231,100	50%

Most foreign-owned holding companies sit on the second line. Two hundred and fifty dollars a year is not, by itself, a reason to avoid a corporation. The reason to take it seriously is what it signals: this is a recurring obligation with a fixed date, and it is the smallest of the three.

“Inactive” is a tax status, not a holiday

An inactive company — one that holds an asset but carries on no lucrative activity — still files an informative return. The form that used to be D-195 is now form 272, the Informativa de Personas Jurídicas Inactivas, filed in the TRIBU-CR system, covering the calendar year and due by 30 April of the year after. It reports assets, liabilities, equity and the company’s updated registration details, rather than income.

This is where most out-of-date advice fails. A great deal of English-language writing about Costa Rican holding companies still refers to D-195, or says an inactive company files nothing at all. Neither is current. If the person advising you on structure still calls it D-195, ask when they last checked. The same is true of closing costs: the figures move, and the advice that does not move with them is the expensive kind.

There is also a second annual property tax to keep in view, the solidarity tax on high-value homes, which is assessed on the construction value rather than the total and applies regardless of whether a person or a company holds the property. It is not a reason to choose either structure, but it belongs in the same annual budget.

SRL or SA, which matters less than you think

Both are Costa Rican companies, both can hold property, and both carry all three annual obligations. The practical differences are in governance and in how the company looks to a foreign tax authority. The SRL is simpler to run, with quota holders and one or more managers. The SA needs a board of four officers and a fiscal, which means finding four people.

The two structures, compared on what actually differs

	SRL	SA
Ownership unit	Quotas, transferred by an instrument the Registro records	Shares, transferred by endorsement of the certificates
Governance	One or more managers (gerentes)	Board of four positions plus a fiscal
Transferring ownership	Quota transfers are visible at the Registro	Share transfers happen in the company’s books
Annual obligations	All three, identically	All three, identically

The visibility difference cuts both ways, and this is the part to think about. In an SA, a change of shareholder happens in the company’s own share register, so the Registro Nacional keeps showing the same company as owner. That is convenient when you sell. It is also precisely why buying an SA requires deeper investigation than buying a property: what the public record shows you is unchanged, and the thing that changed hands is a book you have to be shown.

For most foreign buyers holding a single house, the SRL is the more sensible default, because four officers is four people who have to exist, be reachable, and be replaced when one of them stops answering. But this is a question to put to your attorney with your actual circumstances in front of them, including how your own country will treat a foreign entity you control.

The case for your own name

Holding in your own name has no annual corporate tax, no informative return, no beneficial-ownership declaration, no board, no books and no resident agent. That is the whole argument, and it is stronger than it sounds, because every one of those obligations is a thing that can be forgotten while you are living in another country.

The risk profile of personal ownership is not that something dramatic happens. It is that nothing does. There is no date to miss, no filing to delegate, no company that quietly falls out of good standing while you are away for two years.

What you give up is the liability separation and, depending on your circumstances, some succession convenience. For a family buying a holiday home they will use themselves, with no rental activity and no other Costa Rican assets, that trade often favours the personal name, and almost nobody proposes it because there is no company to set up and no annual work to bill. If residency is part of the plan, discuss the two questions together rather than in sequence, because the answers interact.

Whichever you choose, set up the registry alert. The Registro Nacional operates a free notification service that tells you when a document is filed against your property or your company. It costs nothing, takes minutes, and it is the single cheapest protection available to an owner who lives somewhere else.

Buying the company instead of the property

You will be offered this. Instead of buying the house, you buy the company that owns it, so the property never changes hands and the transfer tax is not triggered. It is common, it is not in itself illegal, and it changes what you are buying in a way that most buyers do not fully price. You are acquiring every obligation and liability that company already carries.

The saving is real and it is smaller than people assume: the statutory transfer taxes and registry fees come to 2.2% of the price, and the itemised bill sets out where each part of that comes from. What you take on in exchange is unbounded.

• Every debt the company has, known and unknown, including tax arrears, unpaid corporate tax from prior periods and any judgment against it.
• Its entire compliance history. If it is behind on the RTBF or on its informative returns, that becomes your problem on the day you take the quotas.
• Its prior acts. Contracts it signed, guarantees it gave, employees it had. A company is a history; a property is a thing.
• A cost basis you did not choose. The company’s recorded acquisition value stays whatever it was, which has consequences when you eventually sell.

The due diligence is a different job, and it costs more. Verifying a property means the registry, the municipality, the water, the access and the survey. Verifying a company means all of that plus its tax standing, its filings, its books, its representation and its litigation history. If someone proposes a share purchase and quotes you the same due diligence fee, they have not understood what they are agreeing to do. The documented failure modes are worth reading before you decide.

Who each one actually suits

There is no universally correct answer, but the cases separate cleanly. Personal ownership suits a single home you will use yourself with no rental activity. A corporation earns its keep when there is real liability exposure, more than one property, more than one owner, or an activity that needs a municipal licence.

Which structure fits which buyer

Your situation	Usually	Why
One home, own use, no rentals	Personal name	No annual obligations to forget from another country
Renting it out commercially	Corporation	Liability exposure and a municipal patente to hold
Two or more properties	Corporation	The fixed annual cost is spread, and separation starts to matter
Co-owning with people who are not family	Corporation	Ownership shares and exit rules need a document, not an understanding
Land held long term with no activity	Either	Decide on succession and liability, not on tax
Already own a company for another reason	Ask first	A second entity doubles the calendar, not the protection

One more thing that applies whichever you choose. Ask for the notary’s name before the closing date is fixed, and check them. The Dirección Nacional de Notariado runs a public lookup of status and standing, and it takes a minute.

Frequently asked questions

Sources and verification

Two of these are professional or press summaries rather than the underlying legal instruments, and they are labelled as such at the point of use. We would rather tell you the shape of the source than let a quotation imply we read a statute we could not open.

1. Instituto Costarricense sobre Drogas — Registro de Transparencia y Beneficiarios Finales. The 1 to 31 October ordinary window, the 2% penalty, and the wording on the Registro Nacional withholding certifications and registration, and on notaries recording the failure.
2. EY — tax alert on the 2026 impuesto a las personas jurídicas. The 2026 amounts, the ¢462,200 salario base and the 31 January deadline. A professional summary, not the statute; we could not reach the text of Ley 9428 directly while writing.
3. Registro Nacional — resolution on the transitional regime of the corporate tax. That non-payment leads to dissolution and that settling arrears is an indispensable requirement for reinscription.
4. El Observador — form 272 for inactive legal entities. That D-195 was replaced by form 272 in TRIBU-CR, the 1 January to 31 December period and the 30 April deadline. A press summary; the underlying instrument it names is resolution MH-DGT-RES-0013-2025, which is what to ask your accountant for.
5. Dirección Nacional de Notariado — public notary lookup. Where a notary’s status and standing are checked before signing.
6. Banco Central de Costa Rica — reference exchange rate. The rate used for every colon to dollar conversion here.

Read next: Closing Costs in Costa Rica, Itemised — the 2.2% you would be avoiding by buying the company instead, and what else is in that bill.

---

My Guanacaste Real Estate is a CELAFI-certified real estate advisory. We represent buyers — your Buyer Protector in Costa Rica.

This article is general education, not legal, tax or accounting advice. Amounts and deadlines were verified in September 2026 against the sources linked above; corporate tax amounts reset each January and filing systems change, as the move from D-195 to form 272 shows. Engage a licensed Costa Rican attorney and an accountant, independent of the seller, before choosing a structure or acquiring an existing company. Next scheduled review: February 2027.