February 12, 2019 by Tammy Hansen Snell

by Tammy Hansen Snell and Rosario Araya Arroyo

In the interest of being seen as a global partner in fighting tax fraud and money laundering, Costa Rica is implementing required registration for corporate shareholders and final beneficiaries. The information required to be reported includes who controls the corporation/association, who has the power to change who controls the entity, who has the right to vote and in what proportion, and how shares or other types of participation are divided.

IMPORTANT NOTE: Failure to comply with this required registration would mean that the Public Registry would reject requests for obtaining a copy of the corporation’s current personería, would not register any new property documents, and may fine the corporation an amount of money equal to 3 to 100 times the amount of the annual base salary. (In early 2019, the base salary is the equivalent of approximately US$740.)

If you’d like to read about the law in the original Spanish, try these links:

One page briefing:

The law:

http://www.pgrweb.go.cr/scij/Busqueda/Normativa/Normas/nrm_texto_completo.aspx?param1=NRTC&nValor1=1&nValor2=86343&nValor3=111995&strTipM=TC

If you primarily want to know what this means you have to do and how to get it done, here are the basics:

1. Costa Rican corporations, associations, and all branches of foreign corporations operating in Costa Rica, are required to register the names, identification numbers, addresses, and amount of voting shares of their shareholders by entering them into a database* held by Costa Rica’s Central Bank. If any shareholder is a foreign entity or a trust, then information on the final beneficiaries of those foreign entities or trusts must be submitted. Any documents obtained outside of Costa Rica for such reports must be authenticated via an apostille or a consular authentication. *https://www.centraldirecto.fi.cr/Sitio/CentralDirecto/Inicio/PaginaPrincipal
2. This registration of shareholders must be carried out by specific legal representatives of the corporation/association, or by a person granted special power of attorney by that legal representative to perform the registration on behalf of the entity. For corporations classified as a “Sociedad Anónima” the designated person is the president. For corporations classified as a “Sociedad de Responsabilidad Limitada” the designated person is the manager or sub-manager. For those classified as an “Asociación” the designated person is an administrator with full power of attorney.
3. Only a person with a “firma digital” (digital signature) can enter the information on the Central Bank’s website, and only native Costa Ricans or foreigners with residency can obtain a digital signature. Those who are not eligible for a digital signature must give power of attorney to someone else via an official document drawn up by a Public Notary. Once the power of attorney has been granted to someone with a digital signature and has been officially registered, then that person will go online at the Central Bank’s site and enter the required information. If you are eligible to apply for a digital signature, it would be wise to do so promptly because of the expected large increase in applications.
4. The initial registrations must take place in the appropriate month of 2019 or 2020 based on the final digit of the entity’s identification number (see chart below). Each year the registration must be renewed AND the registration must be updated any time there is a change in 15% or more of the corporation’s share capital.

Filed Under: Corporate Law, Corporations, Costa Rica