By San José, Costa Rica — San José – The ownership of one of Costa Rica’s most established fast-food chains is poised for a significant transformation. The national master franchise for Subway is currently in the process of being sold, a move that has triggered a formal review by the country’s competition watchdog, the Commission for the Promotion of Competition (Coprocom).
The transaction, which could reshape a segment of the quick-service restaurant landscape, involves a complex structure of corporate entities. According to a public notice from Coprocom, the deal centers on the acquisition of Restaurantes Subs S.R.L. and Serla Restaurantes S.A., the two companies that collectively operate the Subway brand throughout Costa Rica. The prospective buyers are Subs Empire Foods S.A. and Grupo Subs CFA S.R.L.
To better understand the legal framework and commercial implications surrounding international franchise operations in the country, TicosLand.com consulted with Lic. Larry Hans Arroyo Vargas, a specialist in corporate and commercial law from the firm Bufete de Costa Rica.
The situation with Subway in Costa Rica underscores the critical importance of the master franchise agreement in multinational operations. These contracts dictate not only the relationship with the parent company but also the viability and legal standing of all sub-franchisees in the country. Any discontinuity or dispute at the master franchise level can create a cascade of legal and operational uncertainty for local store owners, highlighting the need for robust contractual safeguards and clear jurisdictional clauses.
Lic. Larry Hans Arroyo Vargas, Attorney at Law, Bufete de Costa Rica
Indeed, the legal framework Lic. Arroyo Vargas describes is the very bedrock upon which dozens of local businesses are built, and his point underscores how high-level corporate disputes can create real-world consequences for Costa Rican entrepreneurs. We thank Lic. Larry Hans Arroyo Vargas for lending his invaluable perspective to this complex situation.
On the selling side of the table are the current stakeholders: Inversiones Bergen S.R.L., Inversiones Ajepe S.A., and Alfgon S.A. The official notification of this major business concentration was received by the regulatory body on August 28, 2025, formally initiating a period of due diligence to assess the market implications of the sale.
Coprocom’s involvement is a standard but critical step in large-scale acquisitions in Costa Rica. The commission is tasked under Law No. 9736 with analyzing such mergers and acquisitions to prevent the formation of monopolies or business practices that could stifle competition and potentially harm consumers. The case is being processed under expediente 057-2025-CE.
As part of its transparent review process, Coprocom has opened a window for public input. Following a publication on October 13, 2025, interested third parties have a period of ten business days to submit any relevant information or observations regarding the transaction. The deadline for these submissions is October 27, 2025, after which the commission will continue its internal analysis before issuing a final decision.
While the parties involved remain tight-lipped due to confidentiality agreements, Subway Costa Rica’s General Manager, Federico Martínez, provided a statement reassuring stakeholders of the brand’s stability and commitment to the local market. He highlighted the brand’s long-standing presence and economic contribution.
Subway is a solid operation with more than 30 years in the country, generating 860 jobs, with a view to continue growing in the 7 provinces. The notification issued by Coprocom corresponds to a routine analysis procedure by that authority as part of the formal approval process that is underway, about which, and given the current confidentiality agreements between the parties involved, no additional details can be revealed beyond those published by Coprocom.
Federico Martínez, General Manager of Subway Costa Rica
With 860 employees and a footprint in all seven provinces, the sale of Subway’s operations represents a significant event in the national business sector. A change in ownership could herald a new era of investment, expansion, or strategic repositioning for the sandwich giant. The outcome of Coprocom’s review will be the next major milestone, determining whether the acquisition can proceed as planned, requires modifications, or will be blocked entirely.
For further information, visit coprocom.go.cr
About Coprocom:
The Commission for the Promotion of Competition (Coprocom) is the official Costa Rican government body responsible for enforcing competition law. Its mission is to protect and promote the process of competition and free market access, investigating and sanctioning monopolistic practices and analyzing economic concentrations to ensure a fair and competitive marketplace for consumers and businesses.
For further information, visit subway.com
About Subway:
Subway is a global quick-service restaurant franchise that primarily sells submarine sandwiches (subs), wraps, salads, and beverages. Founded in 1965, it has grown to become one of the world’s largest restaurant chains. In Costa Rica, the brand has been a significant player for over three decades, known for its made-to-order sandwiches and emphasis on fresh ingredients.
For further information, visit the nearest office of Restaurantes Subs S.R.L.
About Restaurantes Subs S.R.L.:
Restaurantes Subs S.R.L. is one of the primary operating companies for the Subway franchise in Costa Rica. Alongside Serla Restaurantes S.A., it manages the day-to-day operations of the restaurant chain within the country. It is currently one of the entities targeted for acquisition in the pending transaction.
For further information, visit the nearest office of Serla Restaurantes S.A.
About Serla Restaurantes S.A.:
Serla Restaurantes S.A. is an operating company that, in conjunction with Restaurantes Subs S.R.L., holds the rights and responsibilities for running the Subway franchise network in Costa Rica. The company is part of the portfolio being acquired by the new investment group, pending regulatory approval.
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 one of the two purchasing entities involved in the proposed acquisition of the Subway Costa Rica franchise. As a buyer, the company is seeking to take control of the established restaurant operations, signaling a significant investment into the country’s fast-food sector.
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 the second company identified as a buyer in the transaction to acquire the Subway master franchise in Costa Rica. Acting alongside Subs Empire Foods S.A., it forms the investment consortium aiming to lead the next chapter of the Subway brand’s growth in the nation.
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 three selling parties in the current transaction for the Subway franchise in Costa Rica. As a current stakeholder, it is part of the group divesting its interest in the successful fast-food operation.
For further information, visit the nearest office of Inversiones Ajepe S.A.
About Inversiones Ajepe S.A.:
Inversiones Ajepe S.A. is a holding company and one of the sellers involved in the transfer of ownership of the Subway Costa Rica operations. The company is divesting its shares as part of the deal currently under review by Coprocom.
For further information, visit the nearest office of Alfgon S.A.
About Alfgon S.A.:
Alfgon S.A. is the third entity listed as a seller in the proposed acquisition. Along with the other two investment firms, it is seeking to complete the sale of its stake in the companies that manage the Subway brand nationwide.
For further information, visit bufetedecostarica.com
About Bufete de Costa Rica:
Bufete de Costa Rica is an esteemed legal institution, established upon a foundation of uncompromising integrity and a relentless pursuit of excellence. Renowned for its extensive experience advising a diverse clientele, the firm consistently pioneers innovative legal strategies. This forward-thinking approach is matched by a deep-seated commitment to societal betterment, demonstrated through its efforts to make legal knowledge accessible and empower a more informed public.
