You can negotiate a good price and discover, after committing your investment, that an essential contract requires authorization to continue, that relevant labor contingencies exist, or that the selected land presents restrictions for the project you wish to develop. Those findings can change the true cost of the operation and the conditions under which it is convenient to proceed.

Due diligence in Costa Rica allows you to investigate these aspects and document them before making decisions that are difficult to reverse. Its usefulness is appreciated in concrete questions: what you are acquiring, what information is missing, what risks you can assume, and what conditions you need to negotiate to protect your interests.

At BGA Abogados, we approach due diligence from a legal and contractual perspective, taking into account the particularities of the business and coordinating the participation of the specialists required by the contracted scope. The doctoral research of our managing partner, titled “The Due Diligence Contract: Its True Legal Nature,” specifically develops the autonomy of this engagement and the responsibilities arising from its execution.

If you are evaluating a purchase, an investment, or the sale of your company, you can request a due diligence proposal that defines the areas of review, the deliverables, and the corresponding fees.

Request Due Diligence proposal

What due diligence is and what decisions it allows you to make

Due diligence consists of a professional investigation aimed at understanding the situation of a company, an asset, a project, or a counterparty, according to previously defined objectives. It can cover legal, financial, tax, labor, commercial, technological, environmental, and technical aspects, depending on the nature of the engagement.

The work must produce useful information for decision-making. A finding may justify an additional request for documents, a price modification, a closing condition, or a recommendation not to proceed. It can also confirm favorable aspects and allow the client to move forward with a better understanding of the commitments being assumed.

The depth of the analysis depends on the transaction. The acquisition of shares in a company requires reviewing different aspects than those of interest to someone acquiring land to build. Identifying those differences at the beginning allows the work to focus on the matters that could affect the client’s decision.

The due diligence contract has its own object

Dr. Benjamín Gutiérrez’s doctoral thesis holds that due diligence must be understood as an autonomous, principal, and innominate contract. Its object consists of conducting a specialized investigation and delivering a technical report, with its own obligations and responsibilities between the client and the contracted professional or team.

This perspective has a practical consequence: the engagement can exist and be fulfilled even if the purchase, sale, or investment that motivated the analysis does not ultimately take place. An entrepreneur can contract it to prepare for a future sale; an investor can request it before formulating an offer; and a corporate group can agree on successive reviews through a framework contract.

The contract must identify who assumes the professional obligations and who is responsible for each area. The term “multidisciplinary team” describes a way of working; it is convenient to specify which persons or entities are part of the engagement, how they coordinate, and what services correspond to them.

In Costa Rica, Articles 1022 and 1023 of the Civil Code establish general rules on the binding force of contracts and the consequences arising from their content and nature. The specific qualification of due diligence developed here corresponds to the doctrine proposed in the thesis.

When it is advisable to contract it

The right moment depends on the commitments being negotiated. It is advisable to define the investigation and its conditions before assuming obligations that restrict the possibility of changing the price, requesting corrections, or withdrawing. When there are letters of intent, reservations, purchase options, or other documents, it is necessary to review what effects they have and how they relate to the results of the study.

Anyone buying shares or stakes needs to understand the situation of the company whose capital they intend to acquire. Anyone buying assets must establish which rights, contracts, permits, and obligations are linked to them. The chosen legal structure influences the analysis and requires a specific review.

It is also useful for anyone preparing their company for sale, seeking new investors, or evaluating an expansion. The scope can focus on a specific contingency or encompass several areas of the business. The decision is made based on the goal and the available information.

What is reviewed when buying a company

The corporate investigation may include share ownership, corporate books, representation powers, shareholder agreements, and restrictions relevant to the operation. It is necessary to cross-check the offered structure with the supporting documentation.

In contractual matters, it is crucial to know what the continuity of the business depends on. Leases, financing, licenses, and contracts with clients and suppliers may contain conditions regarding assignment, change of control, expiration, or termination. The effect of each clause must be analyzed in relation to the intended transaction.

The labor review may examine hiring methods, compensation, benefits, work schedules, social security, insurance, litigation, and other commitments related to personnel. The goal is to identify contingencies and matters that must be resolved or budgeted according to the agreed scope.

Permits, tax obligations, intellectual property, and litigation require attention depending on the business activity. When the investigation encompasses financial statements, valuations, IT systems, or technical conditions, competent specialists in those areas must intervene, with defined responsibilities and deliverables.

An operation in the educational sector, for example, may require particular attention to operating authorizations, facility usage, labor relations, and educational contracts. Sectoral experience helps formulate questions that a generic checklist might overlook.

What is reviewed before acquiring real estate

Real estate due diligence must consider both the legal status of the property and the buyer’s intended use. Registry information constitutes a relevant source that must be cross-referenced, as appropriate, with surveys, access, occupancy, leases, liens, restrictions, municipal conditions, and project documentation.

On land intended for construction, it is important to investigate the compatibility of the intended use and the requirements or limitations that may affect it. In a condominium, it is convenient to know the bylaws, fees, and relevant agreements. Technical, environmental, utility availability, or valuation verifications are defined with the corresponding professionals when they form part of the engagement.

The scope of a notary review and that of a due diligence must be expressly identified. Thus, the client knows which verifications are included, which ones require additional study, and what information will remain pending before closing.

The seller can also contract a due diligence

Vendor due diligence is the investigation commissioned by someone intending to sell a company or business. It allows for organizing documentation, detecting contingencies, and working on their correction before presenting the business to prospective buyers. The thesis analyzes it as a concrete manifestation of the autonomy of the professional engagement.

For the seller, it can be useful to know in advance about a contractual expiration, a corporate inconsistency, or incomplete labor documentation. Correcting these matters in time can reduce obstacles during negotiation and facilitate well-founded answers to inquiries from interested parties.

If the report is shared with third parties, the conditions of access, confidentiality, use, and eventual reliance on its conclusions must be defined. The buyer must evaluate whether its scope meets their own objectives and what additional investigations they require.

How the investigation is organized

The first step is to understand the operation and the client’s expectations. Based on that information, the object of the contract, areas of analysis, responsible parties, sources, expected timeline, and report delivery conditions are defined. It is also determined how requests for expansion or changes in the operation will be handled.

Next, an information checklist tailored to the engagement is prepared. Documents can be organized in an access-controlled repository, known as a data room, with rules for consultation, custody, and traceability. Access to third-party information requires the corresponding authorizations and conditions.

The review should allow for asking questions, cross-checking data, and requesting clarifications. Technical visits, interviews, or external consultations are incorporated when the scope and circumstances require them. A received document does not by itself equal a fully verified fact: the report must reflect the verifications conducted and their limits.

If a contingency appears that could decisively affect the transaction, it is advisable to communicate it promptly. A critical risk may justify a deeper review, the suspension of a stage, or a recommendation on the conditions necessary to continue.

What the client should receive

The final report is the primary deliverable of the due diligence contract. The thesis highlights that it must state the findings, their consequences, recommendations, and the limitations of the investigation, supported by documentary evidence that allows understanding how the conclusions were reached.

A useful report must identify what was reviewed, with what sources, and up to what date. It must distinguish verified facts from pending matters, explain the relevance of contingencies, and point out recommended measures to adopt. When economic estimates are included, their foundation and any uncertainties that could affect them must be indicated.

Incomplete information must remain identified. If it was not possible to access an essential contract or confirm a permit, the client needs to know so they can decide whether to demand that verification before closing. The absence of documents should not be presented as an absence of risk.

The report may be accompanied by an executive contingency matrix and an explanatory meeting, depending on what was contracted. Recommendations should be understandable to business decision-makers and precise enough for their advisors to incorporate into negotiations.

How findings translate into negotiation conditions

Consider these hypothetical examples. If a relevant contract requires consent for an assignment or a change of control, it may be necessary to negotiate obtaining it prior to closing. If a contingency requires correction, the parties can discuss who will execute it, within what timeframe, and how fulfillment will be demonstrated.

When a risk allows for a reasonable estimate, its impact on the price or negotiated guarantees can be analyzed. In other situations, it is worth evaluating holdbacks, deferred payments, escrow mechanisms, or indemnity commitments. The relevance and effectiveness of each alternative depend on the contracts and the applicable legal framework.

The following matrix shows hypothetical examples of how to relate a finding to a concrete action.

A serious finding may also lead to a recommendation not to proceed. That technical recommendation must be examined alongside commitments already assumed: receiving an unfavorable report does not automatically grant the right to terminate any contract or recover any payment.

The business decision belongs to the client, based on the results of the study and pertinent advice. The value of due diligence remains in helping avoid an operation incompatible with their objectives or with the level of risk they are willing to assume.

Permanent due diligence for recurring decisions

Companies analyzing multiple investments or acquisitions can organize the service through a framework agreement. The thesis develops this modality as permanent contractual due diligence, under an ongoing professional relationship and successive engagements with a defined object.

This model allows agreeing on common rules for confidentiality, coordination, and delivery of results. Each review must retain an identifiable scope, responsible parties, and its own or determinable economic conditions. Its utility is especially relevant when the client evaluates transactions across different business units, sectors, or jurisdictions.

Cost, duration, and professional liability

Fees and timelines depend on the number of companies or assets, documentation, areas of review, jurisdictions, specialists, and availability of information. A clear proposal must explain what is included, what the team will deliver, what assumptions exist, and how expansions will be managed.

In his research, Dr. Gutiérrez analyzes due diligence as an obligation of means. This requires performing the work with the corresponding professional diligence and fulfilling agreed-upon obligations, including the delivery of the report. The investigation cannot promise profitability or the complete absence of contingencies.

The precision of the engagement protects the client and allows for assessing the team’s performance. Investigatory duties, confidentiality, communications, and conditions of report use must be defined. Liability for a breach is analyzed according to the facts, what was contracted, and the applicable legal framework.

Doctoral background applied to investment decisions

Dr. Benjamín Gutiérrez Contreras, managing partner of BGA Abogados, developed his doctoral thesis “The Due Diligence Contract: Its True Legal Nature” within the Academic Doctorate in Commercial Law and Civil Procedure. He earned the distinction summa cum laude and a score of 100.

The research studies contract autonomy, its applications, team liabilities, and final report structure. It includes a practical manual for organizing the engagement and its execution. This foundation allows explaining to the client what investigation they need and how it should be structured for its results to be useful.

Request a proposal for your transaction

If you are planning to buy a company, acquire shares, invest in real estate, or prepare your business for sale, contact BGA Abogados. Let us know the type of transaction, stage of negotiation, and expected date to decide or close.

With that information, we can evaluate the scope of the service and present you with a proposal containing the review areas, deliverables, estimated timelines, and corresponding fees.

Request Due Diligence proposal

The post Due Diligence in Costa Rica: Complete Legal Guide appeared first on BG&A Corporate Lawyers.

In this article, we explore in detail the topic of divorce for foreigners in Costa Rica, focusing on couples with habitual residence in the country but marriages celebrated abroad. Based on the Family Code and the Costa Rican Family Procedural Code, we explain the legal foundations, practical cases, and how to navigate this process effectively.

If you are a foreign national residing in Costa Rica and are considering divorce, at BGA Abogados we have experts in Family Law at both national and international levels who can guide you. Our team will help you understand your options and manage the process efficiently, ensuring that your rights are protected at all times.

Understanding the Legal Framework: Family Code and Private International Law

Divorce for foreigners in Costa Rica is primarily governed by the Family Code, recently reformed to align with international principles. Specifically, Articles 5 through 9 establish the applicable rules when there are connections with foreign legal systems. According to Article 5, legal rules are determined by applicable international treaties and, in their absence, by Costa Rican private international law.

Article 6 emphasizes the application of foreign law ex officio by the Costa Rican judge, avoiding renvoi and seeking the current validity, content, and interpretation of foreign law. This may include documentary evidence, expert reports, or official information from foreign states to ensure accurate application. If multiple legal systems exist, the one with the closest connection to the legal relationship is chosen.

Article 7 regulates the law applicable to personal status and legal capacity, prioritizing the law of domicile or, in its absence, habitual residence. Capacity for family-related acts is subject to the law of the place of celebration, but a change of domicile does not affect previously acquired capacity.

Article 8 is key for divorce: it allows the parties to choose the applicable law, provided it does not affect third parties or violate public policy. In the absence of such choice, divorce is governed by the law of the last marital domicile or the last common habitual residence; subsidiarily, by the place where the marriage was celebrated. This means that divorce in Costa Rica for foreigners prioritizes current residence over the place of marriage.

Although Article 9 is not detailed extensively in initial excerpts, it defines habitual residence as the prolonged center of social life, a crucial concept for determining jurisdiction.

The Family Procedural Code complements this by establishing principles such as easy access to justice, procedural efficiency, good faith, and balance (Articles 1–9). It emphasizes oral proceedings, privacy, and alternative dispute resolution mechanisms such as mediation, ensuring that family processes remain accessible and protect vulnerable rights.

These principles ensure that divorce for foreigners residing in Costa Rica is manageable, even if the marriage took place in another country such as Panama, the United States, or Spain. The key factor is “habitual residence”, not the place of the wedding.

Practical Case 1: Marriage Celebrated in Costa Rica, but Residing Abroad

Imagine a foreign couple who married in Costa Rica during a vacation, but whose life now unfolds in another country, such as Mexico or Canada. Must they return to Costa Rica to divorce? According to the Family Code, not necessarily.

Article 8 establishes that divorce is governed by the last marital domicile or last common habitual residence. If neither resides in Costa Rica, this is not the primary connecting factor. The place of marriage applies only subsidiarily.

The Family Procedural Code reinforces that Costa Rican territorial jurisdiction is not exclusive or mandatory without domicile, habitual residence, or center of life in the country. International principles confirm that the place of the wedding does not impose perpetual jurisdiction for divorce.

In practice, this couple may divorce in their country of residence. Subsequently, the foreign judgment must be recognized in Costa Rica to register the divorce with the Civil Registry and update marital status. This recognition follows procedures established by international treaties or Costa Rican law, ensuring validity.

Conclusion for this case: They are not required to divorce in Costa Rica. They may do so in their current country of residence, and Costa Rica intervenes only at the registration stage. If you need assistance with recognition of a foreign judgment in Costa Rica, BGA Abogados can handle the process for you, avoiding bureaucratic complications.

Practical Case 2: Marriage Celebrated Abroad, but Habitual Residents in Costa Rica

This is the most common scenario for our potential clients: couples who married in Panama, for example, but have established their habitual residence in Costa Rica for work, family, or retirement. Can they divorce here?

The answer is a definite yes. Article 8 of the Family Code prioritizes the last marital domicile or common habitual residence. If both spouses (or at least one with strong connections) reside in Costa Rica, this becomes the determining connecting factor.

Article 9 defines habitual residence as the prolonged center of social life, including employment, property ownership, social networks, and duration of stay. The Family Procedural Code confirms that Costa Rican courts are competent when the parties habitually reside here, regardless of where the marriage was celebrated.

Additionally, Article 6 allows the judge to apply foreign law ex officio for patrimonial effects, if applicable. This means that Costa Rica can handle the entire divorce: issue the judgment and regulate personal effects (such as custody) and financial matters (such as property division). After the Costa Rican judgment, it must be recognized in the country where the marriage was celebrated (Panama, in this example) to register the divorce there.

Conclusion: Yes, you can divorce in Costa Rica if you are a habitual resident, even if you were married abroad. The place of the wedding does not prevent Costa Rican jurisdiction; it only affects later registration. At BGA Abogados, we have helped numerous couples in this situation, ensuring a smooth and respectful process.

Summary Table: Where to Divorce Based on Your Situation

For clarity, here is an executive summary:

This table illustrates the “golden rule”: Divorce follows domicile or habitual residence, not the marriage certificate. Registration follows the country where the marriage was originally recorded.

Requirements and Process for Divorce in Costa Rica as a Foreign Resident

To initiate divorce in Costa Rica as a foreign resident, you must prove habitual residence. Documents such as a residency card, lease or property agreements, and utility bills help demonstrate this.

The process, regulated by the Family Procedural Code, prioritizes mediation (Article 9). It begins with a preliminary hearing where a judge or specialized center attempts reconciliation. If no agreement is reached, the case proceeds through oral hearings with privacy protections.

Key requirements:

• Proof of marriage (foreign certificate duly apostilled or legalized).
• Evidence of habitual residence in Costa Rica.
• Grounds for divorce (mutual consent, separation for more than three years, etc., under the Family Code).
• If there are children, the best interest of the minor is prioritized.

Article 7 ensures that capacity is initially governed by the law of the place of celebration, but current residence prevails for divorce purposes. If foreign law applies, the judge integrates it (Article 6).

Benefits of divorcing in Costa Rica:

• Efficiency: Oral proceedings accelerate resolutions.
• Protection: Focus on family equity and vulnerable rights.
• Reasonable costs compared to other countries.
• Access to interdisciplinary experts (psychologists, mediators).

Possible challenge: Recognition in the country of origin. Here, BGA Abogados is your best ally, handling recognition procedures and preventing rejections based on public policy (Article 6).

Special Considerations: Property Effects and Custody

In international divorces, financial effects follow Article 8 and are governed by domicile or common residence. If assets exist in multiple countries, the judge harmonizes rights (Article 6).

For custody matters, the best interest of the child prevails, with direct participation when appropriate (Family Procedural Code, Article 8). Foreign residents enjoy equal procedural rights.

Divorce Lawyer in Costa Rica for Foreigners

Divorce for foreigners in Costa Rica is accessible and efficient for habitual residents, supported by a legal system that prioritizes current residence over the place of marriage. If you were married abroad but live here, working with a divorce lawyer in Costa Rica for foreigners allows you to handle the process locally and avoid unnecessary travel or legal complications.

At BGA Abogados, our divorce lawyers in Costa Rica for foreigners understand the complexities of international family law. We provide personalized legal guidance to protect your rights and achieve the best possible outcome. Contact us today to speak directly with an experienced attorney.

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Para otorgar el testamento en Costa Rica se requiere:

1. Testigos
2. Estar en pleno goce y uso de sus facultades mentales
3. Una declaración libre de la voluntad

Tipos de Testamento en Costa Rica: Abierto y Cerrado

En Costa Rica el testamento puede ser Abierto (testamento público) o Cerrado (testamento confidencial).

1. El Testamento Abierto se otorga ante Notario Público o de forma privada: Ante Notario requiere 3 testigos si es impreso en el protocolo, ó 2 testigos si es transcrito de puño y letra del testador. Si es en forma privada.

Ante Notario se requieren 3 testigos si testamento es impreso en el protocolo, y 2 testigos si el mismo testador escribe el testamento.

Sin Notario Público puede otorgarse ante 4 testigos si el testador lo escribe, y 6 testigos si el testado no lo escribe. El inconveniente con el testamento privado es que suele ser cuestionado por lo que hay que demostrar su autenticidad.

2. El Testamento cerrado es firmado por el testado en documento simple, se guarda en sobre cerrado y sellado, se entrega a un Notario Público para que éste deje constancia en el protocolo de su existencia. Este testamento será abierto hasta el fallecimiento.

El Testamento puede ser cambiado en cualquier momento, por lo que la firma de un nuevo testamento deja sin efecto el anterior.

También leer: Proceso Sucesorio: Testamentos y Herencias (en Costa Rica)

¿Cuánto cuesta un testamento en Costa Rica (Gastos Legales)?

El precio de un testamento (gastos legales) es muy económico.

El testamento como tal tiene un costo más o menos de 120 mil a 130 mil colones. Está establecido en el arancel de honorarios de notarios.

A la hora de ejecutarlo, va en función de los bienes entonces eso sí eso es un porcentaje menor o mayor, dependiendo de la disputa y el abogado o los abogados.

Si hay una disputa, (por eso es importante el testamento), los involucrados tendrán también derecho a cobrar, así como el albacea tendrá derecho a cobrar un honorario, salvo que en el testamento establezcamos que el albacea, que es el administrador de la herencia correspondiente, no cobre honorarios.

Si hay un testamento, los costos se reducen considerablemente.

Lo único que hay que pagar de entrada al momento de inscribir el testamento, es el impuesto de traspaso, que es el 1,5% cuando es una finca, o el 2,5% cuando son vehículos, y los timbres como tales para la inscripción en el registro.

Si no son bienes inscribibles, pues no pagan más que el trámite, y lo pagan los herederos.

Su principal beneficio es que define las reglas respecto a cómo debe distribuirse el patrimonio del testador, evitando los elevados costos del proceso sucesorio (mortual), el tiempo que el proceso judicial conlleva, y los múltiples problemas personales y familiares que suelen presentarse en este tipo de procesos.

Contáctenos para más información y con gusto le atenderemos.

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