A purchase option reserves a property while you investigate. It is signed in a good week, when the seller is friendly and the property looks right. Its real function appears six weeks later, when a finding lands and you need to know what leaving costs.
We draft for that week, not for the good one. Conditions as objective tests, payments staged against deliverables, an escrow agent holding the money under written instructions, and a long stop date with consequences attached.
The four clauses that matter
Objective conditions, so a failed cadastral comparison is a trigger rather than an argument. Staged payment: a reservation, then payment against clean title and cadastral correction, then the balance at closing.
An express exit right with a defined refund path and a written release instruction to the escrow agent. A long stop date with a seller correction obligation, so a passive seller cannot wait you out.
Escrow, explained
A registered escrow company holds the guarantee deposit from the days after signature, through the review period, and releases it only on the instructions in the agreement. If the review is positive, the balance is funded to the same escrow before the closing date, so the funds are provably there.
The escrow agent is neither your lawyer nor the seller's. That is the point. We negotiate the release instructions with the agent and the counterparty and check that the agreement and the instructions say the same thing.
Negotiation, not correspondence
Price is one variable among several. Dates, remedies, who pays for a correction, what happens if the municipality refuses a use, and who bears the cost of a delay are all negotiable, and all cheaper to negotiate before signature.
We sit in that conversation with the seller, the agent and the escrow agent, and we put the technical findings on the table as facts rather than as opinions.
Closing and registration
Closing is where conditions are satisfied or waived, funds move, the deed is executed and registration is pursued. Each step should have a document, a responsible party and a date. The protections built earlier either survive into this stage or they were decoration.
What changed, and what it costs to ignore
Three changes decide how a Costa Rican company is run today, and they catch owners who formed a company years ago or who copied an old template.
The company no longer has a name
A company is identified by its cédula jurídica, the corporate ID number, not by a commercial name. The name you liked is a brand, and a brand is protected separately, as a trademark. Contracts, invoices and bank accounts must match the registered ID.
One manager, with a digital signature
Every company needs at least one manager able to act for it, and that person needs a digital signature to file the shareholders' declaration and the beneficial-ownership declaration. Without a valid signature the filing stalls, and a stalled filing becomes a company that cannot register its own acts.
The declaration is not optional
The shareholders' and beneficial-ownership declarations have to be filed and kept current. Missing them exposes the company to fines and can block registry filings until the position is cured. The exposure sits with the company, and in practice with whoever signs for it.
The exact penalty and the filing calendar depend on the company's history and on registry practice at the time. We confirm it on your file before quoting a remedy.
How we can carry it for you
Power of attorney
Apoderado generalísimo
A registered power so the firm can act for the company before municipalities, the tax authority, banks, the registry, utilities and other institutions, without you flying in for a certificate. We draft it, register it and use it within the limits you set.
- Municipal permits, certificates and arrears
- Tax authority filings and representations
- Bank account openings and KYC updates
- Registry corrections and recordings
Annual compliance
Retainer for the year
A yearly fee for the boring work that keeps the company alive: declarations filed on time, corporate books current, registry watched, and one named person responsible. Fixed scope and fixed fee, reviewed once a year.
- Shareholders' and beneficial-ownership declarations
- Corporate book updates and officer changes
- Registry monitoring and alerts
- Coordination with your accountant on filings
What the engagement includes
- Purchase option and sale agreement drafting
- Conditions precedent and cure obligations
- Deposit, staged payment and refund mechanics
- Escrow instructions and release terms
- Negotiation with seller, agent and escrow agent
- Closing coordination and deed review
- Registration follow-up and utilities transfer
- Exit strategy if a condition fails
Questions we are asked first
Who holds the deposit?
An escrow company registered with SUGEF, under written instructions. Not the seller, and not the agent.
Can I get out if the survey is bad?
Only if the agreement says so. The exit right and the refund mechanism must be drafted in advance, tied to the specific finding and to a date.
Do you work with my agent?
Yes. The agent is usually the best source of local context and the worst source of legal certainty. We keep both roles separate.