Principal Types of Business Entities

The principal business entities available in Costa Rica are the stock corporation (sociedad anónima or S.A.) and the limited liability company (sociedad de responsabilidad limitada or S.R.L.). Both limit the liability of their shareholders or quota holders, as applicable, to their respective capital contributions. An S.A. has share capital divided into shares, is administered by a board of directors and is generally preferred where a more flexible ownership and transfer structure is required. An S.R.L. has capital divided into participation quotas, does not have a board but is rather administered by managers, and is commonly used for closely held businesses, as quota transfers are subject to statutory and/or contractual restrictions. Costa Rican law also recognises general partnerships (sociedades en nombre colectivo) and limited partnerships (sociedades en comandita simple); however, these are less commonly used for ordinary commercial operations.

Factors Driving the Choice of Structure

The choice of structure is generally driven by the intended ownership and governance model, transfer restrictions, anticipated financing or investor needs, and any regulatory requirements applicable to the business activity. An S.A. is typically preferred where greater flexibility for ownership transfers or future investment is expected, while an S.R.L. is often more suitable for closely held businesses seeking tighter control over ownership changes. Tax treatment is generally not materially different between these two forms; however, the business activity, assets, revenues, and cross-border arrangements may affect the overall tax analysis.

Incorporation Requirements

Companies are incorporated by executing a public deed before a Costa Rican notary public, publishing an extract of the incorporation deed in La Gaceta, and registering the deed with the Mercantile Section of the National Registry. Both an S.A. and an S.R.L. require at least two founders at incorporation, however 100% of the capital can belong to a single person, national or foreign, individual or corporate immediately after incorporation; in the case of an S.A., each shareholder must subscribe to at least one share. The incorporation deed must include, among other matters, the corporate name, domicile, corporate purpose, term, capital, ownership structure, governance arrangements, legal representation and registered email address. Applicable notarial fees, registration charges, stamp duties and publication costs must be paid. Once the deed is registered, the company is assigned an identification number. Straightforward incorporations are commonly completed within several business days, subject to the National Registry’s review and workload.

Ongoing Compliance Obligations

Companies must maintain statutory corporate books, including shareholders’ or quota-holders’ registers; keep accounting and supporting records; maintain a legal representative; and keep their registered information, including their registered email address, current before the National Registry. Annual and periodic obligations generally include holding an annual ordinary meeting, payment of the Legal Entities Tax, beneficial-ownership reporting through the Central Bank, and applicable income-tax, VAT and other tax filings and reporting. Additional obligations may apply depending on the business activity, including municipal licences, employer and social-security compliance, and sector-specific permits or reports. Failure to comply may result in fines, restrictions on the registration of corporate documents, and difficulties obtaining corporate certifications from the National Registry.

Share Capital and Classes of Shares

In an S.A., capital is divided into shares. The incorporation deed must state the number, par value, nature and class of shares; no-par-value shares are prohibited. Share capital may be denominated in Costa Rican colones or foreign currency. All shares must be subscribed at incorporation, and at least 25% of cash contributions must be paid at that time. An S.A.’s deed may authorise the board to increase capital up to a stated limit. Other capital increases or reductions generally require an amendment to the statutes, publication and registration. Amounts contributed above par value may be recorded as additional paid-in capital/share premium, separate from registered share capital. An S.R.L. does not issue shares: its capital is divided into quotas, which are not shares. The full quota capital must be subscribed at incorporation, with at least 25% paid at that time and the balance payable within one year. Shares are transferred by endorsement, whereas quotas shall be transferred via a formal assignment agreement.

Multiple Classes of Shares and Shareholder Rights

An S.A. may issue common and registered shares. It may also issue preferred shares, with rights and restrictions set out in the company statutes. These may address dividends, liquidation proceeds, voting rights, transfer restrictions and other economic or governance rights or restrictions. Common shares carry one vote per share and plural-voting shares are prohibited. Any amendment that eliminates or modifies the privileges of a class requires approval by the affected class. An S.R.L. has common and registered quotas rather than share classes. Each quota carries one vote, and transfers to third parties are subject to statutory consent requirements and the company’s incorporation deed.

Distributions and Returns of Capital

Dividends and other distributions may be made only from realised and liquid profits shown in financial statements approved by the shareholders. If share capital has been impaired by losses, it must first be restored or legally reduced before profits may be distributed; directors are personally liable for unlawful distributions. In an S.A., 5% of annual net profits must be allocated to the legal reserve until it reaches 20% of share capital. For an S.R.L., the 5% annual allocation applies until the reserve reaches 10% of quota capital. Returns of capital require a formal capital reduction, with the applicable publication, registration, and creditor-protection procedures. Dividend distributions are subject to 15% withholding taxes.

Share Repurchases, Redemptions and Cancellations

An S.A. may repurchase its own fully paid shares only with shareholder approval and using net profits shown in duly approved financial statements. It may not hold more than 50% of its share capital; treasury shares carry no voting or economic rights. If not transferred within one year, the company must reduce its capital proportionately. An S.R.L. may acquire its own quotas only from effective profits; the acquired quotas have no voting rights while held by the company. Costa Rican law does not impose a standalone statutory cash-flow or balance-sheet solvency test comparable to common-law solvency tests. Creditor protection is instead addressed through the profit-based distribution restriction, capital-maintenance rules, legal reserves, and publication and creditor-opposition procedures for capital reductions. A company also may not make loans or advances to its shareholders secured by its own shares or quotas.

Costa Rican private companies must report their ownership and control structure through the Registry of Transparency and Final Beneficiaries (RTBF). The filing identifies all equity holders and the natural persons who ultimately own or control the company, including through voting rights, appointment rights, or other means of substantive influence. The ordinary RTBF return is filed annually in April. An extraordinary filing is generally required within 15 business days after certain changes, including a person reaching or exceeding 15% of the company’s capital, a capital increase, or a change in ultimate beneficial ownership or control. Supporting records must be maintained for at least five years. Non-compliance may result in tax penalties. Companies operating in regulated sectors may also have separate ownership, control-person, and fit-and-proper disclosure obligations before the relevant regulator.

Corporate governance in Costa Rica is principally governed by the Commercial Code (Law No 3284), which regulates corporate bodies, shareholder meetings, directors and officers, statutory auditors, corporate records, distributions, reorganisations and dissolution. A company’s incorporation deed and bylaws supplement these rules, subject to mandatory law. Companies must adopt corporate-governance policies approved by their board or equivalent body. These must address related-party transactions, board approval of transactions involving 10% or more of total assets, and disclosure of such transactions in the annual management report. Listed companies and regulated financial entities are subject to additional governance requirements under the Securities Market Regulatory Law, National Council for Supervision of the Financial System (CONASSIF), General Superintendency of Securities (SUGEVAL) and the relevant sector regulator, including rules on board oversight, conflicts, risk management and internal controls.

Principal Duties

Under Article 189 of the Commercial Code, directors must act with due care and loyalty, comply with applicable law and the company’s articles of incorporation and bylaws, and act in the best interests of the company and its shareholders. They must supervise management and take reasonable steps to prevent, stop, or mitigate known harmful conduct. Directors who become aware of irregularities committed by their predecessors must report them in writing to the statutory comptroller (fiscal). Costa Rican courts assess the director’s actual conduct; liability requires proof of a breach, resulting loss, and causation. The company’s claim against a director generally requires shareholder approval.

Standard of Care and Personal Liability

Directors must perform their functions diligently and within the authority granted to them. They may be jointly and severally liable to the company for losses caused by a breach of their legal duties or the company’s articles or bylaws, including inadequate oversight, participation in harmful conduct, failure to address known harmful acts, or failure to report predecessor irregularities to the statutory comptroller. Liability may be individual where the matter falls within a particular director’s assigned authority. A director may avoid liability by promptly recording their written dissent and notifying the statutory comptroller, or by being absent from the relevant deliberation. Directors acting pursuant to a shareholder resolution are generally protected unless the resolution is manifestly unlawful or contrary to the company’s articles or bylaws. Separate liability to shareholders, creditors, or third parties may arise where they suffer direct loss.

Private Companies

An S.A. must have a board of at least three directors, who may – but need not ‒ be shareholders. The Commercial Code does not impose a citizenship, residence, independence or gender-diversity requirements for directors. An S.R.L. is managed by one or more managers, who need not be quota holders. Companies must maintain a registered address in Costa Rica and a registered e-mail address for official notifications; there is no longer a general resident-agent requirement. A statutory comptroller (fiscal), if appointed or required, is separate from the board and may not hold another office in the company. As a matter of best practice, companies should select directors with appropriate experience, identify and manage conflicts of interest, and maintain an appropriate mix of skills and perspectives.

Listed and Regulated Companies

Listed issuers and regulated financial-sector entities are subject to additional requirements under securities and sector-specific regulation, including director suitability and independence, board and committee composition, risk management, conflicts controls, disclosure, and board evaluation. The applicable requirements depend on the entity’s activities and the relevant supervisory authority.

ESG and Sustainability

Costa Rica does not have a single ESG statute applicable to all companies. Instead, ESG-related obligations arise mainly from activity-specific environmental, labour, health and safety, consumer-protection, anti-corruption, data-protection and sectoral rules. Businesses may require environmental permits and must comply with applicable requirements on emissions, wastewater, waste, natural resources and environmental remediation; producers and importers of certain products may also be subject to extended producer-responsibility obligations. Non-compliance may result in fines, remediation duties, suspension or cancellation of permits, and civil liability.

ESG-related Disclosure

There is no general mandatory ESG or climate-related financial-disclosure regime for ordinary private companies. Listed issuers and regulated entities may be subject to additional disclosure requirements or performance indicators under securities and sector-specific rules. Voluntary sustainability reporting is increasingly used, but is not generally mandatory for private companies.

Directors’ Duties and ESG

Costa Rican law does not impose a standalone ESG duty or a general duty to balance all stakeholder interests. However, directors must consider ESG matters where these are material to compliance with applicable law, permits, or the company’s interests. Environmental non-compliance may expose the company and, where applicable, the individuals responsible for the conduct to administrative sanctions, remediation duties, civil liability and, in serious cases, criminal liability. Directors and legal representatives may face personal exposure where they participate in, authorise, or culpably fail to prevent the underlying breach. A director may incur ordinary corporate liability where a failure to supervise or address known unlawful or harmful conduct breaches the director’s statutory duties and causes loss; voluntary ESG standards alone do not create that liability.

Board Best Practices

Boards should identify material ESG risks, assign oversight responsibility, integrate them into risk management and internal controls, and ensure that public sustainability claims are accurate and supported by reliable information.

Conflicts of interest and related-party transactions are governed principally by the Commercial Code, the company’s articles and bylaws and, for listed or regulated entities, applicable sector-specific rules. Companies must adopt board-approved corporate-governance policies requiring directors and the general manager to report to the board transactions involving the acquisition, sale, mortgage or pledge of company assets in which they or their related parties have an interest; the interested person must abstain from participating in the decision-making process. Prior board approval is required for those transactions where the relevant assets represent 10% or more of the company’s total assets, measured against the prior month’s financial statements. Those transactions must be disclosed in the annual management report. For non-listed companies, the applicable disclosure rules are issued by the Ministry of Economy, Industry and Commerce; listed issuers are subject to the applicable rules of CONASSIF and SUGEVAL. The company should document the interest disclosed, the interested person’s abstention, the board’s approval and the basis for the transaction in its minutes. Related-party transactions may also be subject to Costa Rican transfer-pricing rules, including the arm’s-length principle and applicable supporting-documentation requirements.

Shareholder Rights

Shareholder rights are governed by the Commercial Code, the company’s articles and bylaws, and the rights attached to each share class. Key rights include voting (one vote per common share; plural-voting shares are prohibited), participation in shareholder meetings, approval of annual financial results, dividends and appointments, and separate class approval where class rights are amended. Shareholders may request information on matters submitted to a meeting; a request by holders of at least 20% of capital generally cannot be refused on confidentiality grounds. Holders of 25% of the share capital may require the directors to call a meeting, and an individual shareholder may do so if no meeting has been held for two consecutive years. Amendments to the articles and other fundamental changes require extraordinary shareholder approval. It is normally recommended to supplement the company statutes with a shareholders’ agreement to address specific governance matters.

Statutory Remedies

Shareholders may challenge unlawful or defective shareholder resolutions, subject to the applicable standing requirements and limitation periods; seek a court-ordered meeting if directors fail to convene one; enforce declared dividends; and exercise statutory withdrawal rights in specified reorganisations or changes that increase shareholder liability. Costa Rican law does not provide a single, general remedy for unfair treatment of minority shareholders. Instead, minority shareholders must rely on specific rights under the Commercial Code, the company’s articles of incorporation and bylaws, any shareholders’ agreement, and claims for losses they have suffered directly.

Shareholder Agreements

Shareholders’ agreements are commonly used to supplement the articles and bylaws on governance, reserved matters, board nominations, funding, information rights, transfer restrictions, pre-emption rights, tag-along and drag-along rights, deadlock and dispute resolution. They generally bind only their signatories. Transfer restrictions and other provisions intended to bind the company or future shareholders should, where appropriate, also be reflected in the company’s articles of incorporation and require a buyer to agree to become a party to the shareholders’ agreement.

Disputes

Shareholder and partnership disputes may be resolved through contractual claims, challenges to corporate resolutions, damages claims, interim court relief, enforcement of transfer or buy-sell provisions, or arbitration where agreed. Costa Rican law does not provide a standalone statutory remedy equivalent to a common-law derivative action or unfair-prejudice claim. Claims for loss suffered by the company generally must be pursued by the company through shareholder authorisation; a shareholder may pursue a claim for loss suffered directly. Dissolution or liquidation is available only on statutory or agreed grounds, such as expiry of the company’s term, completion or impossibility of its purpose, loss of 50% of capital (unless restored or reduced), or shareholder agreement – not merely because of minority-shareholder dissatisfaction.

Principal Laws and Regulations

Private M&A is governed principally by the Commercial Code, which regulates share and quota transfers, statutory mergers and corporate approvals. Public M&A and tender offers are governed by the Securities Market Regulatory Law and SUGEVAL regulations. Transactions may also require merger-control clearance from the Anti-trust Authority (COPROCOM) and sector-specific approvals, particularly in regulated industries.

Key Structuring Considerations

The principal considerations are the choice between a share, quota or asset acquisition; allocation of historic liabilities; tax treatment; transferability of permits and material contracts; employee matters; merger control; and any sector-specific approval. Statutory mergers are approved by the participating companies and registered with the Mercantile Registry; court involvement is generally limited to creditor opposition.

Most Commonly Used Deal Structures

Private share or quota acquisitions and asset acquisitions are the most common structures. Statutory mergers (particularly mergers by absorption) are commonly used for post-closing integration and internal group reorganisations. Capital increases, equity subscriptions and joint ventures are also frequently used for strategic investments; public tender offers are less common given the limited size of Costa Rica’s public equity market.

Recent Legislative or Regulatory Developments

A significant development in Costa Rican M&A practice has been the competition-law reform introduced by Law No 9736 in 2019, which strengthened the merger-control framework and made early assessment of a potential COPROCOM filing a standard part of transaction planning.

Role of the Courts in the Development of M&A Law

M&A-specific case law remains limited; legislation and regulatory practice are the main drivers of M&A law. Courts primarily shape the area through decisions on corporate approvals, contractual enforcement, creditor protection and judicial review of regulator decisions. A 2025 Supreme Court decision concerning COPROCOM’s review of a retail acquisition confirmed that the authority must observe due-process protections in merger-control proceedings, including allowing the parties an opportunity to address identified competition concerns through proposed remedies under the framework then in force.

Summary of Legal Regulatory Framework

Costa Rica’s capital markets are governed principally by the Securities Market Regulatory Law (Law No 7732) and regulations issued under it. SUGEVAL regulates, supervises and authorises public offerings and market participants; CONASSIF issues the governing regulatory framework; and the Costa Rican Stock Exchange operates the trading market and establishes its operating rules.

Principal Laws and Regulations

IPOs and follow-on offerings generally require prior SUGEVAL authorisation and registration of the issuer and securities in the National Registry of Securities and Intermediaries (RNVI). The application must include the corporate approval for the issuance, the terms of securities, audited financial information, and a prospectus containing material information on the issuer, offering and risks. The issuer must generally satisfy SUGEVAL’s final authorisation requirements within one month following notice of authorisation, subject to an extension for an equal period. Securities must generally be placed within two years from the proposed issue date; SUGEVAL may grant an extension of up to one additional year upon a reasoned request submitted before expiry. Registered issuers are also subject to ongoing disclosure obligations, including disclosure of material facts, events and decisions in accordance with applicable securities regulations.

Exchange Listing

SUGEVAL authorisation and RNVI registration are the regulatory basis for a public offering. Listing or admission to trading on the Costa Rican Stock Exchange is a separate, complementary step governed by the exchange’s rules; it does not replace securities-law compliance. Offerings may be made on- or off-exchange, but an on-exchange placement must also comply with the applicable exchange rules and trading mechanisms.

Prospectus Exemptions

Costa Rica does not have a broad “prospectus exemption” or “accredited investor” regime comparable to those of the United States or Canada. Instead, the key distinction is between a public offering, which requires SUGEVAL authorisation, a prospectus and RNVI registration, and a private offering, which is the closest equivalent to a prospectus-exempt offering. An offer may be treated as public if it uses mass-marketing channels or is placed with more than 50 investors. Private offerings exceeding USD1 million by an issuer or its economic group must generally be accredited with SUGEVAL, although accreditation is not equivalent to authorisation or registration. The issuer must provide specified information and obtain investor acknowledgments that the securities are unregistered and not tradable in the regulated secondary market. A restricted public offering to institutional or sophisticated investors remains a regulated public offering, not a prospectus exemption.

Resale Restrictions

Costa Rican law does not impose a fixed statutory holding period for securities issued in a private offering. However, because those securities are not registered with the RNVI, investors must be warned that they may not be traded in the regulated secondary market. Each resale must be assessed under the public-offering criteria. A resale that is marketed publicly, uses mass communication channels, is placed with more than 50 investors, or otherwise meets the applicable qualitative or quantitative criteria may require SUGEVAL authorisation, a prospectus and RNVI registration. Non-compliance may result in SUGEVAL enforcement action, public disclosure of the breach and administrative sanctions; for accredited private offerings, SUGEVAL may publicly identify issuers that fail to meet their accreditation obligations.

Continuous Disclosure

Listed entities in Costa Rica are subject to continuous disclosure obligations under Articles 105 and 150 of the Securities Market Regulatory Law. Article 105 requires securities issuers to inform the public, within the shortest possible period established by regulation, of any factors, facts or decisions that may have a material effect on the price of their securities. Article 150 further empowers SUGEVAL to require issuers and other entities related to the securities markets to immediately disclose to the public any facts or information that SUGEVAL considers relevant to investors and whose disclosure is necessary to ensure market transparency.

Disclosure of Material Events

Material events are reported to SUGEVAL through a Material Event Notice (Comunicado de Hecho Relevante) under the applicable SUGEVAL rules. Disclosure must be made immediately after the issuer becomes aware of the event and, in any case, within one business day. SUGEVAL rules contain a non-exhaustive list of events that may qualify as material, and SUGEVAL may determine whether a filed notice constitutes a material event for registry and market disclosure purposes.

Market Abuse and Insider Trading

Costa Rican law criminalises market manipulation and insider trading in relation to securities traded on a stock exchange. Market manipulation includes conduct intended to artificially raise, lower or maintain the price of securities through false, distorted or concealed information. Insider trading consists of buying or selling exchange-traded securities, directly or through a third party, while possessing privileged information in order to obtain an undue benefit. Both offences carry imprisonment of three to eight years.

Enforcement Powers

SUGEVAL may monitor supervised entities, require information and public disclosure, conduct inspections, order corrective measures, and impose or initiate administrative sanctions and precautionary measures. It may also order the cessation or correction of non-compliant advertising and cooperate with domestic and foreign supervisory authorities. Suspected criminal conduct, including insider trading and market manipulation, is investigated and prosecuted by the criminal authorities; SUGEVAL may refer relevant matters to the Public Prosecutor’s Office.

Disclosure of Substantial Shareholdings and Changes

Any person that, directly or indirectly, acquires 10% or more of the subscribed capital of an issuer registered with the RNVI must notify the issuer, the relevant stock exchange and SUGEVAL. The rule covers shares and other securities that directly or indirectly confer a right to subscribe for or acquire shares; holdings of the acquirer’s economic interest group, or held on its behalf, are aggregated. Directors, supervisory-body members and senior managers of RNVI-registered issuers must also disclose all transactions in the issuer’s shares, regardless of size. An acquisition intended to reach a significant participation may also trigger a mandatory public tender offer addressed to all holders of the target’s voting shares.

Thresholds and Disclosure

The principal disclosure threshold is 10% or more of the subscribed capital of an issuer registered with the RNVI. It applies to any individual or entity acquiring shares or securities that directly or indirectly confer a right to acquire shares, including through an intermediary or economic interest group. Directors, supervisory-body members and senior managers of RNVI-registered issuers must also disclose all transactions in the issuer’s shares. For mandatory tender-offer purposes, a significant participation is generally 25% or more of the target’s outstanding voting capital. An acquirer seeking between 25% and 50% must generally offer to acquire at least 10% of the target’s capital; an acquirer seeking to exceed 50% must generally offer to acquire enough shares to reach at least 75% of the target’s capital.

Consequence of Non-compliance

Failure to comply with the substantial shareholding disclosure obligations constitutes a serious infringement and is subject to the statutory sanctions, which may include monetary fines, including a fine of 200 base salaries, depending on the applicable statutory classification.

Corporate Compliance and Internal Controls

Costa Rica does not impose a single compliance-programme requirement on all private companies. Internal controls are principally driven by the company’s activities and applicable sectoral rules, including anti-corruption, AML, labour, public-procurement and financial-sector requirements. A risk-based programme is therefore recommended, particularly for companies operating in regulated sectors or with material compliance exposure.

Whistle-Blowing and Reporting Mechanisms

Under Law No 10437, private employers with more than 50 employees must maintain an identifiable and accessible internal channel for corruption reports. The channel must allow anonymous and electronic reporting, protect the confidentiality of the whistle-blower’s identity, and include anti-retaliation safeguards; employers must keep the reporting procedures accessible and publicise them periodically.

Recommended Governance Framework

Companies should implement a risk-based compliance framework with board or senior-management oversight, a written code of conduct, risk assessments, internal controls, training, reporting and investigation procedures, and documented escalation and remediation. Employers subject to Law No 10437 should integrate their statutory reporting channel and anti-retaliation protections into that framework.

Principal Laws and Regulations Governing Secured Transactions

Secured transactions in Costa Rica are governed principally by the Movable Guarantees Law (Law No 9246), the Civil Code, the Commercial Code, the Civil Procedure Code, and asset-specific registry rules. Law No 9246 provides a unified regime for security over movable assets and rights, including inventory, equipment, receivables, contractual rights, proceeds, crops, shares, quotas and other transferable assets with economic value; certain registrable movables remain subject to special regimes. Common security includes movable guarantees, mortgages over real estate, mortgage bonds (cédulas hipotecarias), pledges or other security over specially registrable assets, security trusts and personal guarantees.

Key Considerations to Perfect and Enforce Securities

A movable guarantee is created by agreement between the parties; registration in the Sistema de Garantías Mobiliarias generally makes it effective against third parties and establishes priority. A real-estate mortgage must be granted by public deed and registered with the National Registry to be effective against third parties and obtain registry priority. Mortgage bonds and security trusts must be properly constituted and registered where the underlying assets are registrable. Movable guarantees may be enforced judicially or, if agreed, through an out-of-court process before a notary public, licensed auctioneer or trustee. Mortgages and mortgage bonds are generally enforced through judicial proceedings. A qualifying enforceable debt instrument (título ejecutivo), such as a promissory note or notarised debt instrument, can support expedited collection, but does not replace the registration required to preserve priority against third parties.

Acquisition Financing and Security Packages

Acquisition financings are commonly structured as senior secured debt, supported by security over target shares or quotas, receivables, bank accounts, inventory, equipment, material contracts and, where applicable, real estate. The security package may combine movable guarantees, mortgages, mortgage bonds (cédulas hipotecarias), security trusts and corporate or personal guarantees. Priority is principally determined by the relevant registration and publicity rules. Where there is more than one lender, the lenders commonly enter into an intercreditor agreement to determine who is paid first, who may enforce the security, and how recoveries are shared. These agreements are contractual and do not change the priority established by the relevant security registrations. In larger transactions, a security trust may be used to hold and enforce collateral for the benefit of multiple lenders. Corporate approvals, capacity, corporate benefit, financial-assistance restrictions and insolvency risk should be reviewed where the target or other group companies guarantee or secure acquisition debt.

Recent Legislative or Regulatory Changes

The principal recent structural development remains Law No 9246, which modernised secured lending by expanding the availability of non-possessory security over movable assets and rights and establishing the electronic Movable Guarantees Registry. In addition, lenders must consider Costa Rica’s statutory maximum-interest-rate regime under Article 36 bis of Law No 7472, as amended by Law No 9859; the applicable caps are recalculated and published by the Central Bank twice yearly and may affect loan and microcredit pricing.

Key Principles of Contract Formation, Interpretation and Enforceability

Costa Rican commercial contracts are governed principally by the Commercial Code, supplemented by the Civil Code. The main principles are contractual freedom, good faith and the binding effect of valid agreements. A valid contract generally binds the parties as law.

Requirements for the Valid Formation of a Commercial Contract

A commercial contract generally requires valid and freely expressed consent, legal capacity, a lawful and sufficiently determined object, and a lawful purpose. Consideration is not required. Most commercial contracts may be entered into orally or in writing, but certain transactions (such as transfers or security over registrable assets) require a public deed, registration, or both.

Grounds for Invalidity

A contract may be wholly or partly invalid for lack or defect of consent, lack of capacity, an unlawful or impossible object or purpose, or failure to comply with a mandatory formality. Clauses that breach mandatory law, public policy or good customs may also be unenforceable.

Interpretation and Enforcement of Commercial Contracts

Courts generally interpret contracts by reference to their wording, the parties’ intention, and good faith. Parties may allocate risk, limit liability and agree remedies, subject to mandatory law and limits on abusive or unfair terms. Commercial disputes may be resolved through the courts or, where agreed, arbitration or other alternative-dispute-resolution mechanisms.

Remedies for Breach of Contract

The principal remedies are specific performance, termination of the contract, and damages. In reciprocal contracts, the non-breaching party may generally require performance or seek termination with damages. Recoverable damages must be the direct and immediate consequence of the breach; agreed penalty or liquidated-damages clauses are generally enforceable.

Termination and Wrongful Termination

A party may terminate where the contract permits it or where the other party fails to perform a reciprocal obligation. Terminating without a valid contractual or legal basis may itself be a breach, giving the other party a claim for performance, termination, damages, or other agreed remedies.

Force Majeure, Impossibility and Hardship

Costa Rican law recognises force majeure and fortuitous events as defences where an unforeseeable event beyond a party’s control prevents performance. The event must directly cause the non-performance and does not automatically terminate the contract; its effect may be suspension, excuse of performance, or, where performance becomes definitively impossible, termination. A party remains liable if it contributed to the event or expressly assumed the risk. Costa Rica has no general codified equivalent to common-law frustration of purpose or hardship, so commercial contracts commonly address these issues through express force-majeure, hardship and change-in-circumstances clauses.

Key Intellectual Property Considerations in Commercial Transactions

In commercial transactions, the key IP issues are confirming ownership, validity, scope of protection and any existing licences, liens or transfer restrictions affecting trade marks, patents, copyrights and trade secrets. Assignments and licences should clearly define the rights transferred or licensed, territory, exclusivity, duration, royalties, permitted use, sublicensing and ownership of improvements or derivative works. Patent assignments and licences must be registered to be effective against third parties; trade mark licences are generally valid without registration, although registration is advisable for third-party effect. Copyright assignments should expressly address the economic rights transferred, as moral rights remain with the author. Trade secrets are protected principally through confidentiality obligations and appropriate technical and organisational safeguards.

Ownership of Intellectual Property Created in Business Relationships

Ownership depends on the applicable IP regime and the parties’ agreement. For works created in an employment relationship, the author retains moral rights, while economic rights are generally presumed assigned to the employer to the extent required for its ordinary activities, unless agreed otherwise. For commissioned or joint-development arrangements, express provisions on ownership, assignment, use rights and improvements are important to avoid disputes. Costa Rica has no specific statutory regime for ownership of AI-generated content.

Available Remedies for Intellectual Property Rights Infringement

Rights holders may seek civil remedies, including injunctions, damages, seizure and destruction of infringing goods, as well as customs border measures. Criminal penalties may also apply to specified infringements, including trade mark counterfeiting and copyright violations.

Consumer Protection and Commercial Agreements

Consumer protection is governed principally by the Competition and Effective Consumer Protection Law (Law No 7472) and its regulations. The Law imposes mandatory disclosure obligations on suppliers, including clear and accurate information on product or service characteristics, price, financing terms, warranties and material risks; advertising and promotional statements are binding and form part of the consumer contract. Consumers have an eight-day withdrawal right for qualifying door-to-door sales. Adhesion contracts are subject to particular scrutiny, and abusive terms ‒ including certain unilateral-modification, liability-limitation or waiver provisions ‒ may be void or unenforceable. These consumer-protection rules prevail over inconsistent contractual terms.

Enforcement Mechanisms

Consumers may file complaints with the National Consumer Commission or bring court proceedings for damages and other relief. The Commission may investigate, impose fines, order refunds, repairs or replacements, void abusive terms, and impose interim measures, including seizure of goods, service suspension, or cessation of the challenged conduct. Serious conduct may also result in criminal exposure.

Unfair Practices, Advertising and E-commerce

Misleading advertising, unfair commercial practices, and abusive terms in adhesion contracts are prohibited. Consumer contracts and advertising are subject to a protective standard: unclear or misleading information may result in corrective advertising, administrative sanctions, and civil liability. Online sales are currently subject to the same consumer-protection rules. Law No 10946, enacted in June 2026, creates a dedicated digital-services and e-commerce framework (including online disclosure, pricing, complaint-handling and anti-dark-pattern rules), but takes effect 12 months after publication.

Laws or Regulations in Relation to Merger Control

Costa Rica’s merger-control regime is governed principally by the Competition and Effective Consumer Protection Law (Law No 7472), as strengthened by Law No 9736, and is administered by COPROCOM. A concentration must be notified before implementation in Costa Rica where: (i) at least two parties have carried on activities affecting Costa Rica during either of the prior two fiscal years; (ii) their combined Costa Rican gross sales or productive assets equal at least 30,000 base salaries; and (iii) at least two parties each have Costa Rican gross sales or productive assets of at least 1,500 base salaries. Successive transactions completed within two years are aggregated. COPROCOM applies a two-phase review to assess whether the transaction may materially harm competition. It may approve, condition or prohibit the transaction. All telecommunications-sector concentrations require prior notification to Telecommunications’ Superintendence; financial-sector transactions may also require input or approval from CONASSIF on prudential grounds.

Failure to Notify

Late filing is a minor infringement; failure to notify, implementation without required authorisation, or submission of false or misleading information is a serious infringement. If the conduct produces anti-competitive effects, it is a very serious infringement. COPROCOM may impose turnover-based fines, require corrective measures, and may order partial or full deconcentration or termination of control where appropriate.

Anti-competitive Conduct

Cartels and abuse of dominance are very serious infringements. COPROCOM may order the conduct to cease or be corrected, impose fines of 0.1% to 10% of the company’s total annual revenue or sales, and impose other measures necessary to restore competition. Civil damages claims may also arise where the applicable requirements are met.

Foreign-Investment Review and Approval

Costa Rica generally permits 100% foreign ownership and does not have a general foreign-investment screening or pre-clearance regime. Foreign investors establish or acquire Costa Rican companies under the same general corporate rules as domestic investors; no approval or fee applies solely because an investor is foreign. Transactions may nevertheless require merger-control clearance, sector licences or approvals, and compliance with tax, labour, immigration and beneficial-ownership rules.

Restricted Sectors and Assets

Restrictions are sector-specific. Key examples include the following.

• Maritime Terrestrial Zone (ZMT) concessions: concessions are generally unavailable to entities whose capital is more than 50% foreign-owned, subject to statutory exceptions.
• Private security: an authorised private-security company may not sell its shares to foreigners.
• Certain private power-generation projects: companies selling electricity to the Instituto Costarricense de Electricidad under the limited-capacity regime must have at least 35% Costa Rican ownership.

Telecommunications, financial services, insurance, public services and concessions are generally subject to licensing, ownership-disclosure and regulatory-approval requirements; the level of restriction depends on the relevant activity. Non-compliance may result in denial, suspension or cancellation of the relevant authorisation or concession, and invalidity of prohibited arrangements.

National Security Review

Costa Rica does not have a general national-security review process for foreign investments comparable to the Committee on Foreign Investment in the United States. National-security, public-interest and prudential considerations may nevertheless be addressed through sector-specific concession, licensing, financial-supervision or competition-review processes.

Investment Incentives

The principal incentive is the Free Trade Zone Regime, administered through Ministry of Foreign Trade and Foreign Trade Promoter (PROCOMER). Eligible businesses may obtain exemptions from import duties, certain local taxes, taxes on remittances abroad, and corporate-income-tax benefits, subject to the applicable category, location and compliance with investment, employment and operational commitments. Corporate-income-tax benefits generally last longer outside the Greater Metropolitan Area.

Privacy and Data Protection Framework

Costa Rica’s principal data-protection law is the Law on the Protection of Individuals Regarding the Processing of Personal Data (Law No 8968) and its implementing regulation. It applies to public and private databases and regulates the collection, use, storage, disclosure and transfer of personal data. The Data Protection Agency (PRODHAB) supervises compliance, registers covered databases, investigates complaints and may impose sanctions. Sector-specific rules impose additional confidentiality and access controls. In the financial sector, banking secrecy, supervisory confidentiality and the General Superintendency of Financial Institutions (SUGEF) Credit Information Center rules apply to financial and credit data. Health information is sensitive personal data and is also protected by patient-confidentiality, medical-ethics, Ministry of Health and electronic-health-record rules. Credit-reporting activities are subject to Law No 8968 and, in the supervised financial sector, the applicable SUGEF credit-information framework.

Consent, Processing and Breach Obligations

Processing generally requires the data subject’s prior, informed, express and specific consent, unless a statutory exception applies. Organisations must provide notice of the purpose, intended use, recipients and controller; keep data accurate, relevant and not excessive; and implement appropriate technical, physical and organisational security measures and confidentiality safeguards. Sensitive personal data (eg, health, religious beliefs, political opinions, ethnicity and sexual orientation) is subject to additional restrictions. Data subjects have rights of access, rectification, deletion and opposition. Following a personal-data security incident, the controller must notify both PRODHAB and affected individuals within five business days of becoming aware of the incident. The notice must state the nature of the incident, the data affected, corrective actions taken or planned, and how further information may be obtained.

Cross-Border Transfers and Data Localisation

Costa Rica does not impose a general data-localisation requirement. International transfers generally require the data subject’s express, informed consent, and an unauthorised transfer to a foreign database is a serious infringement. Transfers to processors, service providers or entities within the same economic-interest group may be exempt where the recipient does not use the data for its own distribution, disclosure or commercialisation. Controllers remain responsible for processor compliance and security measures.

AML

Costa Rica’s AML framework is governed principally by Law No 7786, as comprehensively amended by Law No 8204 and subsequent amendments, together with risk-based rules issued by CONASSIF and the relevant supervisors. It applies to supervised financial institutions and designated non-financial businesses and professions, including money-transfer and currency-exchange businesses, trust and third-party asset managers, casinos, real-estate businesses, dealers in precious metals and stones, certain credit providers, pawnshops, trust-service providers, and lawyers, notaries and accountants when conducting specified client transactions. Subject entities must conduct customer due diligence, identify beneficial owners, keep transaction records, monitor higher-risk activity, and report suspicious transactions confidentially to the Financial Intelligence Unit (UIF) of the Costa Rican Drug Institute. Separately, the RTBF regime requires companies, private trusts and other covered structures to report ultimate beneficial owners and persons exercising control.

Sanctions, Trade Restrictions and Export Controls

Costa Rica does not maintain a broad unilateral economic-sanctions regime comparable to those of the United States, European Union or United Kingdom. It does, however, implement targeted asset-freezing measures connected with United Nations Security Council designations concerning terrorism financing and proliferation financing. Subject institutions must freeze or immobilise covered funds and assets without prior notice and report to the UIF. Businesses engaged in cross-border activity should assess applicable Costa Rican restrictions and the sanctions rules of any foreign financial institutions, counterparties or jurisdictions involved.

Anti-Corruption and Anti-Bribery

Costa Rica’s anti-corruption framework includes the Law Against Corruption and Illicit Enrichment in Public Office (Law No 8422), the Criminal Code, and the Law on the Liability of Legal Entities for Domestic Bribery, Transnational Bribery and Other Offences (Law No 9699). Law No 9699 applies to Costa Rican and foreign private entities operating in Costa Rica and may impose criminal liability for specified corruption offences committed for their benefit by directors, employees or intermediaries. A compliance programme is not mandatory for every private company, but an effective risk-based prevention and control model may mitigate liability and penalties. Key elements include anti-bribery policies, third-party due diligence, financial controls, training, reporting channels and internal investigations. Multinational groups may also follow the US Foreign Corrupt Practices Act, the UK Bribery Act or ISO 37001 where relevant, but these are not general Costa Rican requirements.

Enforcement Powers of Regulatory Authorities

The UIF and the relevant financial-sector supervisors – including SUGEF, SUGEVAL, Pension Supervisory Authority and the General Insurance Superintendency of Costa Rica – may obtain information, inspect regulated entities and enforce AML obligations within their respective mandates. The Tax Administration may sanction RTBF non-compliance. The Public Prosecutor’s Office investigates and prosecutes money laundering, terrorist financing and corruption offences; courts may order freezing, seizure, forfeiture and criminal penalties. For corporate corruption offences, Law No 9699 permits fines, loss of public benefits, disqualification from public contracting, cancellation of permits or concessions, and, in exceptional cases, dissolution of the legal entity.

Environmental Requirements and Transaction Risk

Costa Rica’s environmental framework is based principally on the Organic Environmental Law (Law No 7554). Projects or activities that may alter environmental resources, generate waste, or involve toxic or hazardous materials may require a prior environmental-impact assessment and approval from the National Environmental Technical Secretariat (SETENA) before commencing. Environmental due diligence in corporate transactions commonly covers SETENA approvals and environmental commitments, water-use and wastewater-discharge permits, waste-management compliance, land-use restrictions, and pending environmental complaints or sanctions. Contaminated sites are subject to soil-cleanup standards under Executive Decree No 37757-S, making contamination assessments particularly relevant for industrial, manufacturing, fuel-storage and real-estate transactions. Environmental liability may result in remediation obligations, administrative sanctions, suspension or cancellation of permits, and civil liability for environmental damage. Costa Rica has domestic carbon-compensation and carbon-credit mechanisms, but not a general economy-wide emissions-trading system.

Climate-Related Litigation and Corporate Environmental Liability

Costa Rica has a strong environmental-protection framework, but climate-specific corporate litigation remains less developed than disputes concerning environmental permits, contamination, water resources, land use, biodiversity and compliance with environmental approvals. Climate-related impacts may nevertheless be considered in environmental-permitting and administrative proceedings where they are relevant to the project’s environmental effects. For businesses, the principal exposure is environmental liability for contamination, permit non-compliance, remediation duties and resulting operational disruption. Buyers should therefore assess environmental permits, compliance history, pending proceedings and restoration obligations, and consider representations, indemnities and remediation arrangements in higher-risk transactions.

Occupational Health and Safety Obligations

Costa Rica is a unitary jurisdiction and does not have separate federal and provincial occupational-health-and-safety regimes. The framework is administered nationally through the Labor Code, Executive Branch regulations, the Ministry of Labor and Social Security, and the Occupational Health Council. Employers must protect workers’ life, health and physical integrity by identifying and managing workplace risks, implementing preventive measures, providing appropriate training and protective equipment, and maintaining mandatory occupational-risk insurance. Additional obligations may apply according to the industry and workplace risks. Workplaces with ten or more employees must establish an Occupational Health Committee. Those with more than 50 permanent employees must also establish an Occupational Health Department. In corporate transactions, due diligence should cover compliance with these requirements, workplace accidents and claims, occupational-risk insurance, inspections, and outstanding corrective measures.

Licensing, Permitting and Industry-Specific Regulation

Businesses generally require a municipal business licence (patente municipal) and, where applicable, a health permit (permiso sanitario de funcionamiento) from the Ministry of Health. Depending on the activity and location, environmental approval, construction permits, land-use certificates, water concessions, and waste or wastewater authorisations may also be required. Executive Decree No 43432-S. Sector-specific requirements can be material in corporate transactions. Cannabis and hemp activities require the licences and permits applicable under the relevant regulatory regime; energy projects may require concessions, environmental approvals and water rights; financial services are subject to authorisation and prudential supervision by the relevant financial regulator, including SUGEF; and pharmaceutical products and establishments generally require Ministry of Health registrations and operating permits. In addition, there are registration requirements for food, food supplements, cosmetics, medical devices, agrochemicals, veterinarian products and animal food as well. Permits, concessions, registrations and product authorisations may be tied to the relevant entity, facility or activity and may not transfer automatically following a merger, asset sale, reorganisation or change of control. Due diligence should therefore confirm their validity and whether the transaction requires prior approval, notice, amendment, transfer or reissuance.

Costa Rica does not currently have a comprehensive AI-specific law. The use of AI is governed by existing rules on data protection, consumer protection, intellectual property, non-discrimination and civil liability, particularly where AI processes personal data or affects consumers. Three AI bills remain pending before the Legislative Assembly:

• Bill No 23,771 (AI Regulation in Costa Rica), which would regulate AI development, deployment and use while protecting human dignity and fundamental rights;
• Bill No 23,919 (Responsible Promotion of AI), which is based on ethics, responsibility, equality and transparency; and
• Bill No 24,484 (Implementation of AI Systems), which would establish adoption and governance guidelines for AI in the public and private sectors.

Each has been reported out of committee but has not been enacted. Costa Rica consequently has no general AI-specific statutory requirements for transparency, bias testing, explainability or human oversight. However, the pending bills and the government’s National AI Strategy point toward future rules focused on transparency, accountability, protection of fundamental rights and prevention of discriminatory outcomes.

There is no applicable information in this jurisdiction.

Principal Employment and Labour Law

Employment relationships in Costa Rica are governed principally by the Labor Code, the Constitution, social-security legislation, occupational-health-and-safety regulations and other employment statutes. The regime is employee-protective: statutory rights are minimum standards that generally cannot be waived or reduced by agreement. The Labor Code regulates employment contracts, working time and overtime, rest periods, holidays, annual leave, minimum wages, termination, severance and workplace safety. Whether an employment relationship exists depends on the facts ‒ particularly personal service, employer supervision and remuneration ‒ rather than job title. Private-sector employees are generally entitled to two weeks’ paid annual leave after 50 weeks of continuous service and a statutory Christmas bonus (aguinaldo). Employers must comply with the applicable minimum wage, register employees and remuneration with the Costa Rican Social Security Fund (CCSS), make required social-security contributions and withholdings, and maintain occupational-risk insurance. Collective labour law also regulates freedom of association, unions, collective bargaining agreements, strikes and collective disputes. Employment due diligence commonly covers payroll and CCSS compliance, accrued benefits, working-time practices, insurance, employee classification, collective arrangements, pending disputes, and termination or severance exposure.

Termination of Employment

Costa Rican law generally permits an employer to terminate an indefinite-term employment relationship without cause, provided the dismissal is not discriminatory, retaliatory or otherwise prohibited by special protections. This is not “at-will” employment: the employer must generally pay statutory notice (or payment in lieu) and severance. A dismissal with cause must be supported by a statutory ground, including those in Article 81 of the Labor Code; the employee is then generally entitled only to accrued and non-waivable benefits. An employee may also terminate for serious employer breach, which is the closest equivalent to a constructive-dismissal claim. Fixed-term and project-based contracts normally end on expiry or completion. Early termination without just cause may require compensation for proven losses and, where the employer terminates, applicable statutory indemnities. Employers should document the grounds and process, as wrongful or protected dismissals may result in damages, back pay, reinstatement or other remedies. Certain employees, including pregnant or breastfeeding employees and employee representatives, have additional protection against dismissal.

Executive Compensation

Costa Rican employers may agree compensation above the statutory minimum wage, including fixed pay, commissions, productivity payments and bonuses. The arrangement should be documented carefully, as regular or habitual payments may be treated as salary for purposes of vacation, aguinaldo, social-security contributions and other employment entitlements; a nominally discretionary benefit may become enforceable if paid regularly without a clear reservation of discretion. The arrangement should also reflect the individual’s status as an employee, director or independent contractor, since substance prevails over contractual labels. Equity incentives ‒ particularly awards by a foreign parent ‒ require labour, tax, social-security, foreign-exchange and, where relevant, securities-law analysis. Change-of-control arrangements should distinguish transaction bonuses, retention awards, accelerated vesting and termination payments; mandatory employment rights cannot be waived in advance. Private medical insurance is generally not treated as salary.

Restrictive Covenants

Confidentiality covenants are generally enforceable during and after employment where they protect properly defined confidential information or trade secrets. They should exclude public information, prior lawful knowledge, independently developed information and legally required disclosure. Post-termination non-competes and non-solicitation covenants are assessed restrictively because they limit freedom to work. They should protect a legitimate business interest, be clear and proportionate in duration, geographic scope, restricted activities and relevant competitors, customers or employees, and ‒ particularly for non-competes ‒ provide adequate economic compensation during the restricted period. Customer and employee non-solicitation restrictions should be limited to relationships with which the executive had material contact or about which the executive obtained confidential information. Available remedies may include damages, contractual penalties and interim relief, subject to judicial review. Severability language is advisable, but parties should not assume that a court will rewrite an overly broad covenant.

Forms of Land Ownership

The principal forms are registered title ownership, condominium ownership, co-ownership, and ownership through a trust. Condominium owners hold exclusive title to their unit plus an undivided interest in common areas; co-owners hold undivided interests in the same property. In the ZMT, coastal land is generally state-owned and may be occupied only under a concession, rather than private title. The first 50 metres from the high-tide line is public land and cannot be privately owned; the following 150 metres is generally subject to concession rights.

Foreign Ownership and Transfers

Foreign individuals and foreign-owned entities generally have the same rights as Costa Rican nationals to acquire, hold, lease, mortgage and sell titled real estate. Residency, citizenship and local ownership participation are generally not required. Transfers are normally completed by public deed before a Costa Rican notary and registered with the National Registry to be effective against third parties. The principal exception is the ZMT: concessions are restricted for non-resident foreigners and entities with more than 50% foreign ownership, subject to limited statutory exceptions. Foreign purchasers are generally subject to the same taxes as local purchasers, including the 1.5% real-estate transfer tax, stamp duties, registration and notarial fees, annual municipal property tax of 0.25% of the registered value, and the luxury-home tax where applicable. The transfer tax may also apply to a transaction that transfers control of a Costa Rican company holding real property.

Commercial Real-Estate Framework

Commercial real-estate transactions are governed principally by the Civil Code, Commercial Code, Notarial Code, National Registry and Property Registry rules, municipal zoning and planning rules, environmental legislation, and, where applicable, the Condominium Property Law and the ZMT Law. Costa Rica has a central public land-registration system administered by the National Registry. The Real Estate Registry records ownership, mortgages, easements, restrictions, liens, judicial annotations and condominium regimes. Registration is key to third-party effectiveness and priority, so registry and cadastral searches are central to due diligence.

Acquisitions, Dispositions and Due Diligence

Due diligence normally covers title and cadastral records, easements, mortgages and other encumbrances, zoning and land use, municipal taxes, environmental permits and liabilities, and the seller’s corporate authority where the property is entity-owned. Acquisitions may be structured as a direct asset purchase or an acquisition of the property-owning entity; the latter requires additional corporate, tax and liability due diligence and may still trigger real-estate transfer tax where control changes. Title insurance is not mandatory and is less common in domestic transactions; parties typically rely on registry certifications, cadastral review, notarial verification and contractual protections. Environmental review is particularly important for industrial, agricultural, hospitality and development assets because contamination, water, forestry, wetlands and land-use issues can result in remediation obligations, sanctions and operational restrictions.

Commercial Mortgage Financing

The rules on the creation, registration, priority and judicial enforcement of mortgages and mortgage bonds are addressed in 6.1 Transaction Financing and Security Interests. In commercial real-estate financing, the principal issues are confirming that the mortgage is properly documented and registered, that it ranks ahead of existing registered liens and charges, and that the lender has an effective enforcement route following default. Lenders commonly require a first-ranking mortgage together with additional collateral, such as assignment of lease income and insurance proceeds, movable guarantees, security trusts and corporate guarantees.

Commercial Leases

Commercial leases are governed principally by the General Urban and Suburban Lease Law (Law No 7527), supplemented by the Civil and Commercial Codes. The parties generally negotiate rent, rent adjustments, operating expenses, maintenance, insurance, assignment, subletting and renewal terms; however, the statutory minimum term is generally three years, and failure to give at least three months’ notice before expiry may result in tacit renewal. Assignment and subletting should be expressly addressed in the lease. On default, landlords may seek eviction, recovery of unpaid rent, enforcement of deposits or guarantees, and contractual penalties where enforceable.

Recent Developments

Recent developments include new environmental-permitting requirements for certain urban development projects and greater flexibility for qualifying ZMT concession holders. Law No 10939 requires specified projects subject to SETENA environmental assessment to submit urban-tree protection and planting plans. Law No 9974 permits an eligible ZMT concession holder, after at least half of the concession term has elapsed, to request an early extension to support new investment, improvements or refinancing.