New Laws for Costa Rica Corporations

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Shareholder Registry for Costa Rica Corporations

For Costa Rica corporations, a new law # 9416 called the LAW TO IMPROVE THE FIGHT AGAINST FISCAL FRAUD brought the creation of the “REGISTER OF TRANSPARENCY OR FINAL BENEFICIARIES”.

That means for the first time it will be necessary to report who are the shareholders or owners of the shares, regardless of the type of company. The report must be made once a year to the Central Bank of Costa Rica, all the stockholders with more than 15% of the capital stock must be reported, and if in a corporation the owner of the capital stock is another company, the report must be also made from the latter corporation until a physical person is shown as the one that controls the stock.

To complicate things further, it has been established that this report can only be done by legal representatives (President, Manager, Administrator) and that it can also only be done with a digital signature, recorded in Costa Rica. The first step will be obtaining the digital signature, which will be acquired only by the legal representatives of the company who are residents of Costa Rica and have the DIMEX. (Cédula de Residencia Costarricense). Logically that is like assuming that all the representatives are in Costa Rica, they understand Spanish and computing to make said report.

So, if you do not have residency in Costa Rica, you have the possibility of granting power to another person with a digital signature (such as lawyers) to make the report. The registration of the Special Representatives must be made, who will make the declaration on behalf of all those representatives who do not have a digital signature in the country.

The reports should begin in September of 2019 with the companies whose last legal identification number is 0 and 1, then October l those ending in 2 and 3, November in 4 and 5, December: in 6 and 7, and January 8 and 9. The deadline is the last day of each month, so corporations whose last legal identification number is 0 and 1, have until September 30 to comply with this. But keep in mind, that prior to the registration, the person who does the report representing for the company must be credited, and that takes some days, so no wait until the last deadline

People who do not comply on the corresponding date will be fined with an amount close to three thousand dollars ($3,000.000).

Because of all these reasons, corporations have become less attractive for foreigners. Some people are even thinking to dissolve them and transfer to their personal names, indeed sometimes the costs involved can become very high.  The price to dissolve a corporation in Costa Rica is about $400 depending on the lawyer you choose.

Inactive Costa Rica Corporations

The Law on Tax on Legal Entities No. 9428, promulgated in 2017, establishes for all inactive companies that are not updated at the Tax Office, the duty to submit form D140 called: Declaration of Registration at the Taxpayers Registry.

This statement is very basic, it consists of presenting the contact details of the person who has the general power of attorney of the company (President, Manager or similar): name, identity document number, exact address, telephone numbers, e-mail, etc. Once this information has been submitted, the Tax Office will assign to the legal representative of the corporation a tax registration number called NITE. Failure to submit this statement carries fines of approximately $ 800.

Costa Ricans or foreigners with a residence card can do it online, but if you are a foreigner without a residence and you are not in Costa Rica, you must give authorization to someone who comes personally to the Tax office.

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Jason Mueller

Jason comes from a construction background growing up with the family construction business in Canada. He is an entrepreneur and current partial owner of Jaco Adventure Park in Costa Rica. He specializes in social media marketing, digital marketing, relationship marketing, and Google ads. He prides himself on his honesty and hard work ethic.

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