If you are the legal representative of a Costa Rican corporation, this applies to you! New regulations to disclose all shareholders of corporations are now being enforced
Well, more good news from the Costa Rican “lets make doing business as difficult as we can” department!
THE OBLIGATORY REGISTRY OF TRANSPARENCY AND FINAL BENEFICIARIES (SHAREHOLDER REGISTRY) HAS BECOME EFFECTIVE AS OF SEPTEMBER 1, 2019
All Costa Rican companies such as Sociedad Anonima (S.A.), Sociedad de Responsabilidad Limitada (SRL), Sociedad Civil (SC) and foreign companies registered in Costa Rica are now obligated to complete the filing. There is no more such thing as a truly anonymous corporation. This filing is mandatory for all companies even if it does not do any commercial activity. The deadlines for compliance are based on the ending digit of the corporation identification number.
Who can file?
The legal representative of the company may file the form as follows:
For an S.A. only the President is the authorized individual to file it.
For an S.R.L. any Manager registered for the company.
When must I file?
There would be three circumstances when you may need to file your declaration: Now, annually and any other time a change to shareholders has been made.
THE FIRST DECLARATION
September 2019, companies with corporate ID number ending in 0 and 1;
October 2019, companies with corporate ID number ending in 2 and 3;
November 2019, companies with corporate ID number ending in 4 and 5;
December 2019, companies with corporate ID number ending in 6 and 7;
January 2020, companies with corporate ID number ending in 7 and 8;
THE ANNUAL ORDINARY DECLARATION
After the first filing (now), incorporated companies must update the information, annually, from 1st to 30th of April. New companies being incorporated as of September 2019, must submit the registration within 20 business days after their incorporation.
In case of a change / sale of corporate shares the regulation establishes that the company must update the new information when any of the owners of the shares equals or exceeds 15% of the total capital. The deadline to report this situation is 15 business days. If you sell or purchase or move shares around, this needs to be reported within 15 days. This might be particularly important in the case of a real estate transaction!
The form can only be completed online at the web portal of the Central Bank of Costa Rica which is CentralDirecto.fi.cr To access it you must have a digital signature card or token (Firma Digital) that allows you to digitally sign the form. These digital signature cards are issued by local banks to those individuals that have citizenship or residency status in Costa Rica. If you don’t have either then you will need to hire the services of a local Notary Public to confer a limited special power of attorney (Poder Especial) to be able to do the filings. The Notary can register the company on the database and upload any Power of Attorney to third parties that have digital signatures so that they can do the filing for you.
Filing: A Step by Step Tutorial
With permission from our partner attorney Roger Petersen at Costa Rica Law, please enjoy these detailed step by step tutorials on the process to register and file.
Part 1: Getting Ready and Registering your Corporation
Part 2: Filing the Shareholder Declaration
File or You could be fined!
Apparently, everyone with a corporation must file. The alternative might be to dissolve the corporation, but in the short term that may not be the best option.
a) Fines of 2% of gross income with a minimum of 3 base salaries and up to a maximum of 100 base salaries (a base salary currently amounts to ₵ 446,200, equivalent to US $78,000 for a maximum penalty approximately).
b) The non-issue of certification of legal status or incumbency certification, registration of documents in its favor by the Public Registry.
c) The consignment in the documents issued by the Notaries Public that the company obliged to supply is in breach of the “Law to Improve the Fight against Tax Fraud”.
How can I file or get help if I can’t?
Option 1: Do it yourself (and good luck!) In order to file yourself you must:
- be the President or Gerente of your corporation
- be a Costa Rican citizen or resident.
- have a Digital Signature
- speak some Spanish
Option 2: Speak with your attorney and see if he/she can do so for you and how much you will be charged. Rumor is the average rate is between $300 and $700, which seems a bit high!
Option 3: We can help in house! Several of our staff has been trained and have Digital Signatures. We hope to also be more affordable! We will request that you prepare the following documents:
- Original Power of Attorney designating the person who will file for you
- Recent Personeria Juridica, less than 15 days old
- Copy of your Constitution
- Copy or original of your Libro de Accionistas corporate book
- Full names and details of each shareholder
We invite you to contact us for a free consultation or further assistance!
More information and Helpful Links: