Home Costa Rica Legal TopicsCorporate LawCorporate Law Alert: Legal Documents Will Be Rejected if the Corporate Tax Is Not Paid

Corporate Law Alert: Legal Documents Will Be Rejected if the Corporate Tax Is Not Paid

by fiverrtech

As of today, any document involving Costa Rican commercial entities must be up to date on the payment of the Corporate Legal Entity Tax (Impuesto a las Personas Jurídicas). Failure to comply will result in immediate rejection of the filing by the National Registry.

This change has practical and immediate consequences for shareholders, directors, investors, and notaries alike—particularly in real estate transactions, corporate amendments, powers of attorney, and certifications.

Company Related Filings Will Be Cancelled at the National Registry if the Tax Is Past Due

If a corporation is delinquent in the payment of the corporate tax:

  • Registrars will cancel the filing when the document is presented to the Diario (filing journal).
  • The document will not proceed to registration, regardless of its legal merits.
  • This can cause serious delays in transactions, including closings and corporate restructuring.

This applies to all documents filed in favor of or involving commercial entities, including corporations (S.A.), limited liability companies (S.R.L.), and branches of foreign companies registered in Costa Rica.

Notaries Have a Mandatory Disclosure Obligation

Notaries public also have a specific statutory obligation when issuing corporate certifications.

Under Article 5, second paragraph of Law No. 9428, the law expressly provides:

“The National Registry may not issue certificates of legal representation, literal corporate certificates, nor register any document in favor of taxpayers of this tax who are not up to date with its payment. Likewise, public notaries who issue certificates of legal representation or literal corporate certificates for taxpayers who are not up to date with payment of this tax must state that condition in the respective document.”

In practical terms, this means:

  • A notary cannot omit the fact that a corporation is delinquent.
  • The delinquent status must be expressly stated in the certification.
  • Any third party reviewing the document will be formally put on notice of non-compliance.

When and How the Corporate Tax Must Be Paid

The obligation to pay the Corporate Legal Entity Tax is established in Article 4 of Law No. 9428, which provides:

  • The tax applies to:
    • Commercial corporations
    • Individual limited liability companies
    • Branches or representatives of foreign corporations
  • The tax must be paid annually
  • The payment deadline is within the first 30 calendar days following January 1 of each year
  • Payment must be made using the methods established by the General Tax Directorate (Dirección General de Tributación)

How to Pay the Corporate Tax Using Tribu-CR

With the full implementation of the Tribu-CR platform, there are now only two authorized methods to pay the Corporate Legal Entity Tax:

  1. Directly through the Tribu-CR platform
    This is the primary and preferred method, allowing taxpayers or their authorized representatives to complete the payment electronically.
  2. In person at authorized banks
    Payment may also be made physically at branches of:
    • Banco de Costa Rica (BCR)
    • BAC San José

No other payment methods are currently valid.

Practical Takeaway If you own a Costa Rica Company

If your company is involved in:

  • A real estate purchase or sale
  • Granting or revoking powers of attorney
  • Corporate amendments or shareholder changes
  • Issuance of legal or registry certifications

Confirm the corporate tax is paid before filing anything with the Registry.
Failing to do so can derail transactions, increase costs, and create unnecessary legal exposure.

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