Best Project Finance Lawyers in Costa Rica

About Project Finance Law in Costa Rica

Project finance is a specialized area of law and finance that focuses on large infrastructure and industrial projects, where the project's assets, rights, and cash flow serve as collateral for the financing. In Costa Rica, project finance is commonly used for public works, energy, transportation, and telecommunications projects. The structure mitigates risk by isolating the project from the sponsors' balance sheets and by relying primarily on the performance and revenue of the project itself to repay the debt. Costa Rica offers a stable political environment, favorable investment frameworks, and increasing opportunities driven by public-private partnerships (PPP) and foreign investment.

Why You May Need a Lawyer

A project finance lawyer plays a pivotal role in guiding clients through the complexities of structuring, negotiating, and executing large-scale investment projects. Common situations where legal assistance is necessary in Costa Rica include:

• Assessing regulatory and permitting requirements for infrastructure projects
• Structuring deals involving local and foreign investors, lenders, and public authorities
• Drafting and reviewing contracts, including concession agreements, EPC contracts, operation and maintenance (O&M) agreements, and financing documents
• Ensuring compliance with environmental and zoning regulations
• Advising on tax and customs implications of project development
• Dispute prevention and resolution throughout the project’s lifespan
• Navigating government approvals and legislation specific to PPPs and private investment

Early legal intervention helps identify potential pitfalls, maximize investment protection, and manage risk effectively in a complex and evolving legal environment.

Local Laws Overview

Project finance in Costa Rica operates within a regulatory framework designed to encourage investment, especially through PPPs and concession models. Key legal aspects to consider include:

• PPP and Concession Laws: Costa Rica regulates public-private collaborations primarily under the "Ley General de Concesión de Obras Públicas con Servicios Públicos" and related regulations. These laws specify bidding processes, rights, obligations, and revenue mechanisms for concessionaires.
• Environmental Permitting: All large projects must comply with environmental laws overseen by the Ministry of Environment and Energy (MINAE), often requiring Environmental Impact Studies and specific operational permits.
• Foreign Investment Protections: Costa Rica welcomes foreign investment, guaranteeing equal treatment by law, protection of property rights, and access to international dispute resolution.
• Banking and Security Interests: Project finance typically uses non-recourse or limited-recourse loans backed by project assets and future revenue streams. Security interests are governed by Costa Rican civil and commercial codes, requiring proper registration with local authorities.
• Taxation and Customs: Projects may qualify for tax exemptions or incentives, especially under free trade zone regimes or investment promotion laws, but must also consider VAT, import duties, and other fiscal requirements.
• Dispute Resolution: Contracts usually provide for arbitration under local or international rules. Costa Rica is party to the New York Convention and other treaties facilitating the enforcement of foreign arbitral awards.

Frequently Asked Questions

What is project finance, and how does it work in Costa Rica?

Project finance is a funding method for large projects where repayment depends primarily on the project's cash flow, not the sponsors’ general credit. In Costa Rica, this method is prevalent for infrastructure, renewable energy, and public utility projects, often under PPP or concession schemes.

Which sectors are commonly financed using project finance in Costa Rica?

Project finance is commonly used in energy (especially renewables), transportation infrastructure (roads, ports, airports), water and sanitation, and telecommunications.

How are public-private partnerships (PPP) regulated?

PPPs are mainly governed by the General Law on Concessions of Public Works with Public Services and supplementary regulations, which outline processes for public bidding, contractual obligations, and revenue sharing.

What are the main legal risks in project finance transactions?

Key risks include regulatory compliance, difficulties in obtaining permits, environmental liability, changes in law or tax policy, issues with land acquisition, and the potential for disputes during construction or operation phases.

Do foreign investors have the same rights as local investors?

Yes. Costa Rica’s laws guarantee equal treatment for foreign investors, providing protections for property rights and equal access to legal and arbitral remedies.

Is it necessary to obtain environmental permits for my project?

Yes. All infrastructure and industrial projects require environmental approval. This involves an Environmental Impact Study and permits from the Ministry of Environment and Energy and other relevant bodies.

How are financial guarantees and security interests established?

Security interests in project assets or receivables must be duly registered in Costa Rican registries to be enforceable. Legal counsel ensures proper documentation and compliance with local requirements.

What tax incentives are available for project finance deals?

Certain projects, particularly those in priority sectors or within special economic zones, may benefit from tax incentives. These can include exemptions on income tax, import duties, and sometimes VAT, subject to eligibility and application processes.

How are contract disputes resolved in project finance transactions?

Most contracts specify arbitration, which can be held locally or internationally. Costa Rica recognizes and enforces awards according to the New York Convention and similar agreements.

Why should I engage a local lawyer for a project finance deal?

A local lawyer positions your project for success by ensuring compliance, helping with proper structuring, navigating negotiations, securing permits, and protecting your interests from transaction inception through completion.

Additional Resources

The following organizations and governmental bodies provide guidance and regulation for project finance in Costa Rica:

• Ministry of Public Works and Transport (Ministerio de Obras Públicas y Transportes, MOPT)
• Regulatory Authority for Public Services (Autoridad Reguladora de los Servicios Públicos, ARESEP)
• Ministry of Environment and Energy (Ministerio de Ambiente y Energía, MINAE)
• Costa Rican Investment Promotion Agency (CINDE)
• National Concessions Council (Consejo Nacional de Concesiones, CNC)
• Costa Rican Bar Association (Colegio de Abogados y Abogadas de Costa Rica) for referrals to qualified attorneys

Next Steps

If you are considering a project finance venture in Costa Rica, or are facing legal or regulatory questions, follow these steps for the best outcome:

• Clearly define your project goals and assemble relevant documentation
• Consult with a qualified project finance lawyer familiar with Costa Rican law and industry practices
• Assess the regulatory requirements, required permits, and potential incentives for your sector
• Engage a multidisciplinary team if necessary, including technical, financial, and legal advisors
• Ensure proper due diligence on all parties, contracts, and assets involved
• Initiate early dialogue with relevant authorities and stakeholders

Taking these steps with professional support will help secure regulatory compliance, optimize your project’s structure, and protect your interests throughout the lifespan of your investment.