Purchasing Real Estate in Costa Rica Constitutional Protection: Costa Rican law makes no differences between its citizens and foreign nationals regarding the rights of ownership. This is guaranteed at the Constitutional Level at 2 levels: “ Article 19. - Foreigners will have the same individual and social duties and rights as Costa Ricans, with the exceptions and limitations that this Constitution and the laws establish….” In Costa Rica there are no limitations to properties with fee simple title, as is such the case in this transaction. “ Article 45. - Property is inviolable; no one may be deprived of his property except for legally proven public interest upon prior compensation in accordance with the law. In case of war or internal disorders, it is not necessary that such compensation be made in advance. However, payment shall be made no later than two years after the situation of emergency has ended….”
Due Diligence <ul><li>A complete title search –and the chain of title- is required prior to closing. This shall include, among other things, the following: </li></ul><ul><li>Complete title search at the National Registry </li></ul><ul><li>A verification of the due title of the Seller to sell and verification of all required corporate authorizations to sell </li></ul><ul><li>Restrictions on the property such as public road restrictions, water easements and utilities, among others </li></ul><ul><li>Information about mortgages, liens and encumbrances </li></ul><ul><li>All types of annotations the property may have, which may have future repercussions on the title </li></ul><ul><li>Property taxes and municipal taxes </li></ul><ul><li>Verification of the survey plan and actual size of the property </li></ul><ul><li>Environmental permits, if applicable </li></ul><ul><li>Zoning regulations </li></ul>
Transfer Deed before a Notary Public Transfer of shares Closing Process <ul><li>Synnex –or the ultimate owner of Newco, the real estate company- makes a capital contribution to buy the property. </li></ul><ul><li>Synnex receives 100% of the shares for its capital contribution. </li></ul><ul><li>A public deed to transfer fee simple title is prepared between current owner and Newco after due diligence is completed and everything checks ok. </li></ul><ul><li>Transfer deed is executed with required powers of attorney and corporate resolutions, if needed. </li></ul><ul><li>Transfer deed is filed at the title plant for registration with required tax stamps affixed and transfer tax paid. </li></ul><ul><li>Transfer deed is recorded by title plant and original deed, duly processed and recorded, is returned to Newco. </li></ul>Seller NewCo Ultimate Owner
Purchase Price: US$ 1,800,000.00 Stamp Taxes 0.83%: Transfer Tax 1.51%: Statutory Legal Fees 1.00%: Total (**): US$ 59,940.00 (*) Amounts are approximate as they may vary due to changes in exchange rates. (**) Statutory provision states that buyer designates the notary public when it is a cash transaction and all transfer related costs are split 50-50 between seller and buyer US$ 14,940.00 US$ 27,000.00 US$ 18,000.00 Statutory Transfer Taxes and Fees(*)
The Free Zone Regime Status (FZR) grants a set of incentives and benefits granted to companies making certain new investments in the country Free Zone Regime Status Definition Filing an Applications for the FZR <ul><li>Procomer is the Government Office in charge of the process, that begins with the filing of a standard application form. </li></ul><ul><li>Process ends with the execution of an Agreement previously validated by the Office of the President. </li></ul><ul><li>The Agreement would be executed between the Government, through Procomer, and Newco 2, the Services Company to be incorporated. </li></ul><ul><li>Timing: Upon filing the applications and when all documents are approved, approximately 2 months </li></ul>
<ul><li>The FZR status is granted only to companies that make new investments in the country, pursuant to the following parameters: </li></ul><ul><li>An initial investment in fixed assets of at least US$15K for companies to be established inside an approved Free Zone Industrial Park (FZIP). </li></ul><ul><li>A initial investment in fixed assets of at least US$2.0MM, for companies to be established outside a FZIP. </li></ul><ul><li>That the proposed activity its export related in nature and that its products and services are exported to entities or individuals domiciled abroad or provided to other beneficiaries of the Free Zone Regime. In the latter case, the services must be directly related to the production process of the beneficiaries of the Free Zone Regime. </li></ul><ul><li>In the case of companies that request an authorization to operate outside a FZIP, a special authorization must be granted by the Secretary of the Treasury. </li></ul>Standard Requirments
<ul><li>The applications of companies seeking to be established outside an FZIP: </li></ul><ul><li>That the characteristics of the productive process or the nature of the project prevent its development inside a FZIP. </li></ul><ul><li>That the company has adequate capacity to be subject to the mechanisms necessary to control the entry and exit of goods and people in accordance with the General Customs Law, its Regulations, and the relevant operational policies </li></ul>Special Requirments
<ul><ul><li>Comply with the requirements of PROCOMER and the tax and customs authorities import and export and other related internal controls and procedures. </li></ul></ul><ul><ul><li>Establish accounting and operational systems to have a permanent control of the entry, stay, and exit of goods and materials </li></ul></ul><ul><ul><li>Keep an updated inventory of the goods covered by the Regime. </li></ul></ul><ul><ul><li>Submit an annual operations report to PROCOMER. </li></ul></ul><ul><ul><li>Provide and keep an escrow in favor of PROCOMER. </li></ul></ul><ul><ul><li>Pay the fees for the use of the Regime on a timely basis. </li></ul></ul><ul><ul><li>Comply with environmental, development, sanitation, and other applicable regulations according to the type of activity of the company and apply for the corresponding operations permits, as required. </li></ul></ul>Obligations and Responsabilities
<ul><ul><li>Comply with the minimum initial investment levels, planned investment, employment, and other requirements set forth in the granting agreement. </li></ul></ul><ul><ul><li>File the Free Zone Customs Declarations. </li></ul></ul><ul><ul><li>Keep and record in the books and records, the operations of the company related to the goods which are tax exempted as granted by the Secretary of the Treasury. </li></ul></ul><ul><ul><li>Give a proper use to the vehicles and other transportation equipment covered by the Regime </li></ul></ul>Obligations and Responsabilities (continued)
<ul><li>These are granted considering the activity and/or project: </li></ul><ul><li>Exemption of all taxes and consular duties on imports of merchandises and goods required for the operation. </li></ul><ul><li>Exemption of all taxes and consular duties affecting the imports of equipment , including the i mport of motor vehicles required for the operation (management included). </li></ul><ul><li>Exemption of all taxes and consular duties on imports of fuels, oils and lubricants required for the operation of these vehicles. </li></ul><ul><li>Exemption of all taxes associated with the importation or re-exportation of products and equipment. </li></ul><ul><li>Exemption, for a term of ten years as of the date in which the company begins operations, of taxes on capital and net assets, from payment of property taxes and from payment of transfer tax on real estate. </li></ul>Incentives
<ul><li>Exemption from sales and excise taxes on purchases of goods and services. </li></ul><ul><li>Exemption from with-holding taxes </li></ul><ul><li>Exemption from corporate income tax and income tax on the payment of dividends </li></ul><ul><li>Exemption on Municipal taxes for 10 years. </li></ul>Incentives (continued)
<ul><li>The initial investment shall be made within the deadline that is stipulated in the Agreement granting the FZS regime. </li></ul><ul><li>The obligation to comply with a minimum amount of a new initial investment in fixed assets does not depend on the obligation to comply with the total investment amount by the beneficiary company and which is stated in the Agreement even though the minimum new initial investment shall be considered as part of the total investment amount. </li></ul><ul><li>The assets purchased before the date of submission of the application and the used assets purchased in the country shall be considered as part of the total investment level, but not the new initial investment by the company. </li></ul>Critical Deadlines
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