This article provides a focused overview of the legal framework covering the misuse of corporate assets in Costa Rica as of 2025. The content draws directly from current local legislation and official government guidance, offering a precise understanding of civil, administrative, and—under certain circumstances—criminal implications.
Legal Basis for Misuse of Corporate Assets in Costa Rica
In Costa Rica, the handling of cases involving misuse of corporate assets—known as mezcla de patrimonios—is primarily addressed under civil and administrative law. The concept concerns instances where a company’s assets are used for personal purposes or mixed with those of shareholders or directors, particularly in closely held companies with a sole director and shareholder.
The main laws governing these matters are:
- Código de Comercio (Commercial Code)
- Código Civil (Civil Code)
Civil liability and possible company dissolution are the primary consequences in the absence of fraudulent intent or demonstrable harm to third parties.
Civil vs. Criminal Liability
Unlike some countries with a rigid criminal penalty for corporate asset misuse, Costa Rica does not generally impose criminal liability for this conduct unless specific criteria are met. The current regime, as detailed in the pertinent codes, distinguishes between regular administrative/civil breaches and those rising to criminal offenses (such as fraud or deliberate injury to a third party).
| Type of Liability | Applicable in Costa Rica (2025) | Reference Legislation |
|---|---|---|
| Civil Liability | Yes | Código de Comercio, Código Civil |
| Administrative Liability | Yes | Código de Comercio, Código Civil |
| Criminal Liability (general misuse of corporate assets) | No | Not applicable unless fraud/harm to third parties occurs |
| Criminal Liability (fraudulent intent/harm to third parties) | Yes—requires evidence | Penal Code, Article 216 |
Key Provisions for Business Owners and Directors
For sole directors or shareholders, Costa Rican law emphasizes responsibilities around segregation of company property and proper asset management. Sanctions and company dissolution may apply if a breach is found, primarily through civil proceedings.
Criminal liability becomes relevant only when there is proven fraudulent conduct or prejudice to third parties. For example, under Article 216 of the Penal Code, fraudulent administration must be present for criminal prosecution to be considered.
Official Resources
Pro Tips: Best Practices for Avoiding Liability
- Segregate company assets from personal holdings to avoid civil disputes and potential dissolution; maintain clear organizational boundaries in all business matters.
- Document all financial transactions and decisions involving company property, especially if you hold multiple corporate roles (director, shareholder, manager).
- Seek specialized legal advice if contemplating actions that may blur the lines between company and personal property, particularly in sole-director structures.
- If third parties are involved or potentially affected, apply extra caution and transparency—criminal liability can arise from harm or fraudulent intent.
Practical Insights for 2025
In summary, Costa Rica regulates the misuse of corporate assets through a blend of civil and administrative measures, reserving criminal sanctions for the narrow set of cases involving actual fraud or harm to outsiders. Business owners and directors are encouraged to maintain robust internal controls and remain vigilant about asset separation, as the principal legal risk is company dissolution or civil liability—not criminal prosecution, unless elevated circumstances apply.
When operating a business in Costa Rica, particularly in sole directorship scenarios, the distinction between honest error and fraudulent misconduct remains vital for legal compliance. Keeping comprehensive records and adhering to official business law standards is the most practical safeguard for 2025.