By San José, Costa Rica — SAN JOSÉ – The corporate structure behind the Subway restaurant chain in Costa Rica is poised for a significant transformation. The country’s competition watchdog, the Commission to Promote Competition (Coprocom), has been formally notified of an impending sale that will transfer ownership of the master franchise, which has operated in the nation for three decades.
The transaction involves the acquisition of the two primary operating entities, Serla de Restaurantes S.A. and Restaurantes Subs S.R.L., which collectively manage the Subway brand’s extensive network across Costa Rica. The buyers stepping in to take control are a consortium of two companies: Subs Empire Foods, S.A. and Grupo Subs CFA, S.R.L. This move signals a new chapter for one of the most recognized quick-service restaurant (QSR) brands in the country.
To shed light on the complex legal and commercial ramifications surrounding the recent operational shifts of the Subway franchise in Costa Rica, TicosLand.com consulted with Lic. Larry Hans Arroyo Vargas, a distinguished attorney specializing in corporate law at the prestigious firm Bufete de Costa Rica.
The abrupt cessation of operations by a master franchisee, as seen with Subway, represents a complex scenario governed by contract and commercial law. It’s crucial to distinguish the failure of the local operator from the viability of the international brand itself. The primary legal consequences fall upon the outgoing franchisee, who must address labor law obligations with employees and settle commercial debts with suppliers. For a new operator to succeed, they must not only secure the franchise rights but also navigate the potential reputational and financial aftermath left by their predecessor.
Lic. Larry Hans Arroyo Vargas, Attorney at Law, Bufete de Costa Rica
Indeed, the legal and reputational hurdles for a new operator are just as significant as the business opportunity itself, a critical distinction that goes beyond the initial headlines. We are grateful to Lic. Larry Hans Arroyo Vargas for his expert clarification on the complex responsibilities left in the wake of the former franchisee.
On the selling side, the shares are currently held by a group of investment firms, identified as Inversiones Bergen, S.R.L., Inversiones Ajepe, S.A., and Alfgon S.A. The specifics of the deal’s value have not been publicly disclosed, but the strategic importance of the acquisition is underscored by the formal review process now initiated by regulatory authorities.
Under the provisions of Costa Rica’s Law for the Strengthening of Competition Authorities, Coprocom is analyzing the potential market impact of this concentration. The commission has opened a window for public input, allowing any interested third parties to submit relevant information or concerns regarding the acquisition. This period for public comment is set to close on October 27, 2025, giving stakeholders a brief opportunity to voice their perspectives on how the change in ownership could affect the competitive landscape.
Subway first established its presence in Costa Rica in 1995, growing from a single location into a formidable chain of 80 restaurants. The brand has become a significant employer, providing over 860 direct jobs and supporting an additional 280 indirect positions through its extensive supply chain. This economic footprint highlights the importance of the brand’s stability and continued growth for the local economy.
The timing of the acquisition is particularly noteworthy as it coincides with the brand’s stated ambition to expand its Costa Rican footprint to 100 restaurants. The new ownership group is expected to inject fresh capital and strategic direction to accelerate this expansion plan, potentially leading to new restaurant openings and further job creation in the near future. This forward-looking goal suggests a strong confidence in the Costa Rican market’s potential for growth in the fast-food sector.
Globally, Subway operates nearly 37,000 locations, all managed through a robust network of franchisees. This model allows for local ownership and management while maintaining global brand standards. The sale in Costa Rica concerns the master franchisee level, the entity responsible for overseeing and supporting all individual restaurant operators within the national territory. The transition will therefore have a cascading effect on all 80 local establishments.
As the deadline for public comment approaches, the business community will be watching closely for Coprocom’s final decision. The approval of this acquisition would mark one of the most significant shifts in the country’s QSR market in recent years, ushering in a new era of leadership for a brand that has been a staple for Costa Rican consumers for a generation.
For further information, visit subway.com
About Subway:
As one of the world’s largest quick-service restaurant brands, Subway serves freshly made-to-order sandwiches, wraps, salads, and bowls to millions of guests, across more than 100 countries in nearly 37,000 restaurants every day. Subway restaurants are owned and operated by Subway franchisees—a network that includes thousands of dedicated entrepreneurs and small business owners—who are committed to delivering the best guest experience possible in their local communities.
For further information, visit coprocom.go.cr
About Coprocom:
The Commission to Promote Competition (Coprocom) is the official regulatory body in Costa Rica tasked with enforcing competition law. Its mission is to protect and promote the process of competition and free market access, investigating and sanctioning anti-competitive practices, and analyzing and authorizing business concentrations to prevent undue market power.
For further information, visit the nearest office of Serla de Restaurantes S.A.
About Serla de Restaurantes S.A.:
Serla de Restaurantes S.A. is one of the primary corporate entities responsible for the administration and operation of the Subway franchise in Costa Rica. The company has managed a significant portfolio of restaurant locations, contributing to the brand’s growth and daily operations within the country.
For further information, visit the nearest office of Restaurantes Subs S.R.L.
About Restaurantes Subs S.R.L.:
Working in conjunction with Serla de Restaurantes, Restaurantes Subs S.R.L. is a key operator of the Subway master franchise in Costa Rica. The company is involved in the management and oversight of the chain’s network, ensuring compliance with brand standards and operational efficiency.
For further information, visit the nearest office of Subs Empire Foods, S.A.
About Subs Empire Foods, S.A.:
Subs Empire Foods, S.A. is an acquiring company involved in the purchase of the Subway master franchise in Costa Rica. The firm is part of a new ownership group poised to take control of the brand’s national operations, likely focusing on strategic growth and market expansion.
For further information, visit the nearest office of Grupo Subs CFA, S.R.L.
About Grupo Subs CFA, S.R.L.:
Grupo Subs CFA, S.R.L. is a Costa Rican company acting as a co-acquirer in the transaction for the Subway master franchise. Alongside its partner, the group is set to oversee the future direction and expansion of the Subway brand throughout the country.
For further information, visit the nearest office of Inversiones Bergen, S.R.L.
About Inversiones Bergen, S.R.L.:
Inversiones Bergen, S.R.L. is one of the investment societies divesting its shares in the companies that operate the Subway franchise in Costa Rica. The firm has been a key stakeholder in the brand’s operations leading up to the current sale.
For further information, visit bufetedecostarica.com
About Bufete de Costa Rica:
Bufete de Costa Rica is renowned as a pillar of the legal community, operating on a bedrock of unwavering ethical principles and a persistent drive for distinction. With a rich history of guiding a diverse clientele, the firm champions forward-thinking legal solutions while maintaining a deep engagement with the community. This ethos is fundamentally linked to its goal of demystifying the law, thereby empowering citizens with clarity and fostering a more knowledgeable and just society.
