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Costa Rica Corporations Must Disclose Their Shareholders

by rpetersen

Creation of a Shareholder Registry is Approved

The Costa Rican Legislature approved the “Law to improve the fight against tax fraud”  (Ley para mejorar la lucha contra el fraude fiscal).   The essence of the law is that Costa Rica corporations must disclose their shareholders and any beneficial owners.   The law creates a shareholder registry database which will be under the custody of the Central Bank of Costa Rica (BCCR).   All Costa Rica corporations and foreign corporations that have a registered subsidiary in Costa Rica must disclose and submit the names of the beneficial owners and shareholders of  those corporate entities.

Costa Rica Trusts Must Also Disclose

The law also requires any Trust (Fideicomiso) that is created in the country to disclose information.  The law will require the trust to disclose the purpose, object and all parties to the Trust Agreement.

Who Can Look at the Shareholder Database

Once the shareholder database is established the Costa Rica Department of Revenue (Tributación Directa) and the Costa Rica Drug Enforcement Institute (ICD) will have access to that database.  The Law does put into place certain safeguards to avoid “leaking” of confidential shareholder information from that database.

When Does This Begin

The law does not have immediate effect since it requires the creation of the technology platform for the shareholder database.   The law does indicate that all must compliant by January 1, 2019.

Other Ancillary Topics included in the Law<h4/>

The law also gives the authority  to the Treasury Department to access the existing database of the SUGEF which is the Costa Rican Financial Regulatory Agency.   The SUGEF is also the record keeper of the credit reports of all Costa Rica citizens.   The Law indicates that the access by the Ministry of Treasury shall be limited to identification of the individual or entity under review.

You can see the full text of the law in Spanish below:


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