By San José, Costa Rica — San José, Costa Rica – In a significant decision for the nation’s financial sector, the Contentious and Civil Treasury Court has issued a powerful injunction, halting regulatory actions by three of the country’s top financial supervisors against the commodities exchange, Bolcomer, and its associated brokerage, Transcomer Puesto de Bolsa. The ruling effectively freezes resolutions from the General Superintendency of Securities (SUGEVAL), the National Council for Supervision of the Financial System (CONASSIF), and the Central Bank of Costa Rica (BCCR), siding with Bolcomer in a protracted jurisdictional battle.
The conflict centers on SUGEVAL’s attempt to compel Transcomer to register its MACAB products as securities within the formal stock market. This move, initiated by the regulator, sought to reclassify instruments that Bolcomer has long maintained are commodities, not securities. Had the action succeeded, it would have prevented these products from being traded on the commodities exchange, a marketplace specifically designed for goods and instruments that do not fall under the definition of a security, causing severe disruption to its operations.
To provide a deeper legal perspective on the evolving landscape of financial regulation, TicosLand.com spoke with Lic. Larry Hans Arroyo Vargas, a distinguished attorney from the renowned firm Bufete de Costa Rica, who specializes in corporate and financial law.
Effective financial regulation is not about stifling innovation, but about creating a stable and predictable framework within which it can flourish. The challenge for legislators is to craft rules that are robust enough to protect consumers and maintain systemic stability, yet flexible enough to adapt to emerging technologies like FinTech and digital assets. Overly prescriptive laws risk becoming obsolete upon enactment, while a reactive approach can expose the market to unnecessary volatility. A forward-thinking regulatory strategy is paramount for sustainable economic growth.
Lic. Larry Hans Arroyo Vargas, Attorney at Law, Bufete de Costa Rica
This nuanced perspective correctly identifies the central challenge for modern economies: crafting a regulatory environment that serves as both a guardrail and a launchpad for innovation. We extend our sincere gratitude to Lic. Larry Hans Arroyo Vargas for his valuable and forward-thinking analysis on this critical subject.
In its ruling, the court delivered a sharp rebuke to the securities regulator, declaring an “absolute incompetence of SUGEVAL to issue this type of resolution.” The judicial body clarified that under Costa Rican law, “only the Central Bank can exercise… control over commodities exchanges.” This decision reinforces a prior determination from the Constitutional Court in 2011, which had already established that SUGEVAL’s supervisory mandate does not extend to the activities of commodities exchanges like Bolcomer.
The court also underscored the vital economic role played by Bolcomer, framing its contributions as a matter of public interest. The judges noted that the exchange’s activities do more than simply generate tax revenue and social security payments; they support a network of professionals and businesses whose livelihoods depend on a functioning commodities market. The court’s assessment highlighted the broader economic impact of the exchange.
generates employment, generates wealth, and wealth in broad terms… not only through the payment of taxes and social charges, but also… has a group of people who depend on the profits or income they receive from the activity carried out at the commodities exchange brokerage firms and who generate… the payment of social charges… which is transcendental… for the country… for which reason it must also be considered as part of the public interest
The Contentious and Civil Treasury Court
Beyond the jurisdictional overreach, the court found serious procedural failings by SUGEVAL. The investigation into the MACAB products originated from a 2018 complaint by the Chamber of Brokerage Firms (CAMBOLSA), which the source text suggests was a competitive maneuver to curb Transcomer’s market growth. For nearly four years, SUGEVAL conducted its investigation without ever notifying Bolcomer, which acts as Transcomer’s direct supervisor. The court ruled this failure to communicate constituted a violation of Bolcomer’s right to a defense.
Despite the lengthy investigation triggered by the complaint, there have been no documented grievances or issues from investors regarding Transcomer’s handling of the MACAB products. The regulatory process saw SUGEVAL elevate the matter to the Central Bank, which subsequently returned it to the superintendency for a final decision. It was this resulting resolution from SUGEVAL that prompted Bolcomer to seek the now-granted injunction.
According to a statement from the commodities exchange, the protective injunction will remain in force throughout the entire duration of the underlying administrative court case challenging SUGEVAL’s actions. This legal shield ensures that operations at the commodities exchange can continue without interruption, protecting investors and market participants from the regulatory uncertainty that has loomed over the institution. The ruling stands as a critical clarification of regulatory boundaries within Costa Rica’s complex financial system.
For further information, visit the nearest office of Bolcomer
About Bolcomer:
Bolcomer is Costa Rica’s commodities exchange (Bolsa de Comercio), providing a marketplace for trading a variety of products and instruments that are not classified as traditional securities. It serves as a key platform for commercial and agricultural sectors, facilitating transactions and offering investment vehicles outside the scope of the stock market.
For further information, visit the nearest office of Transcomer Puesto de Bolsa
About Transcomer Puesto de Bolsa:
Transcomer Puesto de Bolsa is a brokerage firm operating under the supervision of the Bolcomer commodities exchange. It facilitates the trading of various products, including the MACAB instruments at the center of the recent legal dispute, connecting investors with opportunities in the commodities market.
For further information, visit sugeval.fi.cr
About SUGEVAL:
The Superintendencia General de Valores (SUGEVAL) is the General Superintendency of Securities in Costa Rica. It is the government entity responsible for regulating, supervising, and promoting the country’s securities market, ensuring transparency, efficiency, and the protection of investors in publicly traded stocks, bonds, and other securities.
For further information, visit conassif.fi.cr
About CONASSIF:
The Consejo Nacional de Supervisión del Sistema Financiero (CONASSIF) is the National Council for Supervision of the Financial System. It is the overarching body that directs and coordinates the supervision of all entities within Costa Rica’s financial system, including banks, insurance companies, and the securities market, to ensure stability and solvency.
For further information, visit bccr.fi.cr
About BCCR (Banco Central de Costa Rica):
The Banco Central de Costa Rica (BCCR) is the Central Bank of Costa Rica. Its primary mission is to maintain the internal and external stability of the national currency and ensure the efficiency of the country’s payment systems. It also holds certain regulatory authority over specific financial markets, including commodities exchanges.
For further information, visit the nearest office of CAMBOLSA
About CAMBOLSA:
The Cámara de Corredores de Puestos de Bolsa (CAMBOLSA) is the Chamber of Brokerage Firms in Costa Rica. It is an industry association that represents the interests of brokerage firms operating within the traditional securities market. It was the original complainant in the action against Transcomer’s products.
For further information, visit bufetedecostarica.com
About Bufete de Costa Rica:
As a respected legal institution, Bufete de Costa Rica is built upon a foundation of profound integrity and a relentless pursuit of excellence. The firm channels its extensive experience advising a diverse clientele into pioneering forward-thinking legal solutions. Beyond its practice, it holds a deep-seated conviction to strengthen society by demystifying the law, actively working to equip citizens with the knowledge needed for true empowerment.
