Due diligence is not a title search with a cover letter. It is a period, usually thirty to sixty days, in which the file is assembled, read and turned into contractual conditions. The output is not a folder of documents, it is a position you can defend at a closing table.
We act for the buyer. That decides the questions we ask: not whether the property is attractive, but whether the seller can deliver what the listing promises, and what happens to your deposit if they cannot.
What the review covers
Title and registry: registered owner, liens, mortgages, annotations, easements, judicial claims and anything that limits transfer. Cadastral: whether the registered plan matches the boundaries on the ground and the occupation you can see.
Access, water and land use: whether the way in is legally protected, whether the water authority letter exists, and what the municipality actually permits in coverage, setbacks, density and use. Structures and permits, municipal arrears, condominium documents where relevant, and the tax position of the property.
How it runs
We define the questions before we commission anything. The topographer measures what is there, the technical inspector looks at structures and services, the architect reads terrain and potential. Each finding comes back to us and is converted into a condition, a price adjustment or an exit.
Deadlines come from the purchase agreement, not from our calendar. If a condition cannot be satisfied in time, the answer is a written reservation or an extension request before the date, not a phone call after it.
What you receive
A written report with the findings graded from acceptable to high restriction, the pending items named, and a recommended sign-off wording that can be accepted, negotiated or refused. Plus the contract amendments that make those findings mean something.
When to start
Before you sign the option, if possible. At minimum before the deposit leaves your account, because the deposit is the leverage. A review that begins after the money is wired is a review conducted without a credible exit.
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
- Registry, title and encumbrance review
- Cadastral and boundary comparison
- Legal access and easement analysis
- Water, forest and coastal restrictions
- Land use certificate and coverage reading
- Structures, permits and municipal arrears
- Contract conditions, deposit and exit rights
- Written report with risk grading and sign-off wording
Questions we are asked first
How long does it take?
Thirty to sixty days is typical, set by the purchase agreement. Registry and municipal documents have their own queues; the technical work can run in parallel if the scope is defined on day one.
Can you review a property I have not seen?
We can review the file, but a parcel needs eyes. The topographic and inspection work exists precisely because documents and reality disagree more often than sellers expect.
What if the review finds a problem?
It becomes a condition, a price adjustment or a reason to exit, depending on the clause and the deadline. That is why we draft the agreement before the findings arrive.