Real estate transactions in Costa Rica do not follow a single standardized path when moving from interest to closing. Instead, buyers and sellers typically rely on one of three documents to formalize intent, outline obligations, and manage risk during the negotiation phase.

Understanding the differences between these Real estate documents in Costa Rica is essential. Each carries a different legal weight, level of commitment, and strategic purpose. Used correctly, they protect all parties and create a smoother path toward a successful closing.

The three most common instruments are:

• Letter of Intent: Carta de Intención
• Purchase Option Agreement: Opción de Compraventa
• Mutual Promise to Purchase and Sell: Promesa Recíproca de Compraventa

In Costa Rica, the name of the document is only the starting point; the language inside determines the true obligations. Be sure to check with your lawyer and real estate agent to make sure you’re covered.

The Carta de Intención (CDI) is a preliminary document used to formally express interest and outline the essential commercial terms of a potential transaction. Unlike definitive contracts, it is not strictly regulated under the Costa Rican Civil Code. Its validity is based on two fundamental legal principles: freedom of contract and good faith.

A Carta de Intención is not a binding purchase agreement. It does not obligate either party to complete the sale. Instead, it establishes a framework for negotiation and confirms that the parties are acting seriously and transparently.

• Identification of the Parties
  Full legal names and identification numbers of the buyer and seller, whether individuals or legal entities.
• Precise Identification of the Property
  A clear description of the property, ideally including the Folio Real (registry number), province, and physical location as recorded in the National Registry.
• Offered Price
  The proposed purchase price, the agreed currency (USD or Costa Rican colones), and clarity regarding inclusions or exclusions such as furniture or equipment.
• Validity Period
  A defined period during which the offer remains open, commonly five to seven calendar days, to avoid indefinite exposure.
• Due Diligence Condition
  Confirmation that the transaction is subject to legal, physical, and technical due diligence, including title review, surveys, zoning, and inspections.

When it is used: A Carta de Intención is most appropriate at an early stage, when the parties want to align on key terms before assuming binding obligations.

The Opción de Compraventa is a unilateral agreement. In this structure, only the seller is legally obligated.

Through this contract, the seller grants the buyer the exclusive right—but not the obligation—to purchase the property within a defined period and under agreed terms. During this option period, the seller may not sell or offer the property to third parties.

• The buyer holds a discretionary right to proceed or decline.
• The seller is obligated to keep the offer open for the agreed term.
• The buyer typically pays a non-refundable option premium.
• If the buyer does not exercise the option, there is generally no breach—only the loss of the premium.

Enforceability: Only the buyer may compel the sale if the option is exercised. The seller cannot force the buyer to close.

When it is used: This structure is commonly chosen when a buyer requires additional time for due diligence, permitting, or financing while securing exclusivity.

The Promesa Recíproca de Compraventa is a bilateral contract. Both buyer and seller assume a legal obligation to complete the transaction by executing the final public deed of sale.

Once signed, neither party may withdraw unilaterally without legal consequence. This agreement reflects a high level of commitment and certainty.

• Both parties are legally bound to close.
• Failure to do so constitutes contractual breach.
• Either party may seek judicial enforcement or damages.
• Often executed once due diligence is substantially complete.

Enforceability: Both buyer and seller may demand specific performance if the other party refuses to sign the final deed.

When it is used: This agreement is appropriate when all terms are agreed and the parties are prepared to move decisively toward closing.

No single document is universally superior. The appropriate choice depends on timing, leverage, due diligence status, and each party’s risk tolerance.

• Carta de Intención: Early-stage alignment with limited legal commitment.
• Opción de Compraventa: Buyer protection with seller exclusivity.
• Promesa Recíproca: Full mutual obligation to close.

At The Agency Costa Rica, we collaborate closely with experienced legal counsel to ensure that each transaction is structured using the document that best protects our clients’ interests while complying fully with Costa Rican law.

What to include in an offer to purchase property in Costa Rica?

While these documents are commonly grouped into clear categories, their legal effect is not determined solely by their title. The specific language, conditions, deadlines, and remedies included can cause one document to assume characteristics or responsibilities typically associated with another. For this reason, it is essential to work closely with your The Agency Costa Rica advisor and designated legal counsel to ensure that the structure, wording, and intent of the document accurately reflect the expectations of both parties and properly protect your interests.