For international entrepreneurs and digital nomads considering Costa Rica as a base in 2025, understanding the legal framework around the misuse of corporate assets is crucial. Many are frustrated by opaque regulations and the risk of punitive state intervention. This guide offers a clear, data-driven breakdown of Costa Rica’s approach, helping you optimize your business structure while minimizing exposure to unnecessary legal risks.
Legal Framework for Misuse of Corporate Assets in Costa Rica (2025)
Unlike some jurisdictions where misuse of company assets can quickly escalate to criminal prosecution, Costa Rica takes a more nuanced approach. The country distinguishes between civil, administrative, and criminal liability, especially when it comes to sole directors and shareholders—a common structure for location-independent businesses.
Key Statutes and Their Application
- Código de Comercio (Commercial Code)
- Código Civil (Civil Code)
These codes primarily address the misuse of corporate assets (often referred to as mezcla de patrimonios) through civil and administrative channels. Criminal liability is only triggered in cases involving fraud or demonstrable harm to third parties.
Pro Tip: Know When Civil Liability Applies
- Review your company’s structure: If you are both sole director and sole shareholder, Costa Rican law generally treats asset misuse as a civil matter.
- Understand the consequences: Civil liability can lead to company dissolution or personal liability for debts, but not criminal prosecution unless fraud is involved.
- Keep clear records: Maintain strict separation between personal and company assets to avoid administrative scrutiny.
When Does Criminal Liability Apply?
According to the Costa Rican Penal Code, Article 216, criminal liability for fraudulent administration only arises if there is:
- Fraudulent intent
- Prejudice to third parties (e.g., creditors, partners)
For most digital nomads and entrepreneurs operating as sole directors/shareholders, this means that ordinary blending of personal and company assets is not a criminal offense unless it crosses into fraud or harms others.
Mini Case Study: Sole Director, Sole Shareholder
Imagine you are the sole director and shareholder of a Costa Rican company. You use company funds for a personal expense. Under Costa Rican law in 2025, unless this action involves fraud or damages a third party, you face civil—not criminal—liability. The company could be dissolved, or you could be held personally liable for debts, but you would not face criminal charges.
Checklist: Staying Compliant in Costa Rica
- Separate personal and business finances rigorously.
- Document all transactions between yourself and your company.
- Consult the official guidance on mezcla de patrimonios for up-to-date interpretations.
- Monitor for any changes in the law—regulations can evolve, especially as international scrutiny increases.
Summary Table: Misuse of Corporate Assets in Costa Rica (2025)
| Aspect | Costa Rica (2025) |
|---|---|
| Criminal Liability | No, unless fraud or harm to third parties |
| Relevant Laws | Código de Comercio, Código Civil |
| Common Outcome | Civil liability, potential company dissolution |
| Criminal Law Reference | Penal Code, Article 216 (fraudulent administration) |
Key Takeaways for 2025
- Costa Rica’s legal framework is relatively entrepreneur-friendly: misuse of corporate assets is a civil matter unless fraud or third-party harm is proven.
- Maintaining clear boundaries between personal and business assets is your best defense.
- Stay informed about evolving regulations to keep your business compliant and optimized for freedom.
For further reading, consult the Costa Rican Commercial Code and the official guidance on mezcla de patrimonios for the most current legal interpretations.