Tax Newsflash: Mandatory Shareholders Registry Coming Soon

Ivan Granados - APR 01, 2019

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Tax Newsflash: Mandatory Shareholders Registry Coming Soon. Costa Rica’s new legal requirement for mandatory disclosure of corporate shareholder information has been postponed until September 2019. The Tax Office will be issuing and notifying a revised schedule of submission deadlines for the corporations. All legal entities and corporations in the country must report and disclose details to the Central Bank of Costa Rica about their shareholders and “beneficial owners” who have substantive participation — 15 percent or more of the total share capital.

This reporting obligation must be fulfilled annually, or whenever the 15 percent shareholder amount is met or exceeded. The same requirement applies to trusts, with the exception of public trusts, third-party asset managers and nonprofit organizations. However, there is no obligation to disclose customer information for financial entities supervised by the General Superintendency of Financial Institutions (SUGEF) or General Superintendence of Securities (SUGEVAL). Also exempt are publicly traded companies listed on organized stock exchanges, either locally or internationally, as they are subject to specific stock market rules and regulations.

All legal entities and corporations
in the country must report
and disclose details to the
Central Bank of Costa Rica.

This shareholders disclosure and registry was established as a mandatory mechanism for corporate information disclosure by Executive Decree No. 41040-H dated April 5, 2018. It was among various newly stipulated measures in the Law to Improve the Fight against Tax Fraud. (For details, visit the Attorney General of Costa Rica website at www.pgr.go.cr and view Executive Decree No. 41040-H.

How to register and file shareholder information

The process of filing shareholder information is normally carried out by your corporate entity’s legal representative, who must have a valid digital signature (firma digital). The firma digital is issued by the Costa Rica Central Bank, either directly or by an authorized Costa Rican bank.

Information on the cost, opening hours, geographical location and telephone numbers are available in the Services section, Digital Signature, of the Central Bank’s website: www.bccr.fi.cr.

However, a firma digital is only available to Costa Rican citizens or legal residents with a valid residency ID (DIMEX).

If your corporation’s legal representative is not eligible to obtain the firma digital, the only option (unless the government provides other mechanism between now and September) is to grant a power of attorney (POA) to a third party you trust. That must be someone who already has or can obtain the firma digital to perform the shareholder registration on behalf of your corporation.

Once the firma digital requirement is met, the legal representative or POA holder can proceed with registration and reporting through this online database: www.centraldirecto.fi.cr Instructions are provided for completing the registration form disclosing the information about the corporation and its shareholders.

As always, seeking proper legal advice is highly advisable to avoid fines and penalties.