How do you Register Shareholders and Beneficial Owners in Costa Rica ?
The Costa Rican government passed legislation, which requires the shareholders or beneficial owners of any Costa Rican corporation or foreign company registered in Costa Rica to disclose those shareholders or final beneficiaries.
When does the Obligation Begin?
The requirement begins on March 1, 2019 according to the following schedule based on the last digit number of your corporation identification number (cédula juridica)
March Those ending in 0
April Those ending in 1
May Those ending in 2
June Those ending in 3
July Those ending in 4
August Those ending in 5
September Those ending in 6
October Those ending in 7
November Those ending in 8
December Those ending in 9
How will it Work?
The Costa Rica Department of the Treasury (Hacienda) and the Institute of Drug Control (ICD) have published the official regulations on the process that must be followed to register the shareholders or beneficial owners. The regulations are called Joint Resolution for General Application of the Transparency and Final Beneficiary Registry. You can view the full document in Spanish at the end of this article.
1. Legal Representatives
The law requires that the form be filed by the legal representatives of the corporations as follows:
An S.A. (Sociedad Anonima) President
L.L.C. (S.R.L.) Manager or Assistant Mangers
Personal Corporations Administrator
Foreign Corporation registered in CR The Power of Attorney holder
Civil Corporation (Sociedad Civil) Administrators
2. Digital Signature
The legal representatives of the corporate entities must have a valid digital signature (Firma Digital) card in order to do the filing.
The digital signature is a card issued by the Costa Rica Central Bank either directly or through authorized Costa Rican banks.
As such the first step is to have a valid digital signature card. However, the digital card is only available for Costa Rican citizens with their cédula or foreigners that have residency and a valid DIMEX card.
What happens if you do not have residency?
If you are the legal representative of a Costa Rican corporation and you cannot obtain a digital signature card then you will have to consider the following alternatives:
i. Granting a Power of Attorney to a third party that has a digital signature card to complete the registration for you.
ii. Register an additional corporation officer with enough authorization to be able to file the form for you.
To do either of these you will have to hire a local Notary Public to assist you with the registration process.
3. Registration of the Legal Representative
To initiate the registration process the legal representatives must first register themselves into the database. The web site created by the Central Bank for the registration process is located at https://www.centraldirecto.fi.cr
According to their website this registry will be active in January of 2019.
The legal representative will have to provide their personal information along with their contract address.
How do you complete the Registration?
Once you have the legal representative or authorized party registered in the database they can complete the registration form, which requires disclosure of:
(i) Personal identification information about the shareholder / beneficial owner
(ii) Contact address
(iii) e-mail address for receipt of legal notices.
(iv) The capital stock of the corporation indicating the type of shares issues
(v) The amount of shares held and distributed
(vi) Any shares held in custody or treasury
(vii) Share unitary value and currency
(viii) Registration of all the shareholders that make up the totality of the capital stock of the corporation. Disclose any physical persons or other entities that own the shares.
(ix) Date on which the shares were acquired
How often do you have to File?
The form must be filed on a yearly basis between the 1st and 30th day of April. However if anytime during the year a single person or other entity becomes owner of more than 15% of the capital stock of the corporation they must report that within 15 days of that acquisition.
What are the Penalties for Not Filing?
The applicable penalties are those established in Article 82 bis of the Tax Procedural Code which indicates that the fine would equal to 2% of the gross income of the corporation or legal structure based on the last tax filing period with a minimum fine of 3 base salaries and a maximum of 100 base salaries. The current base salary is 431,000 Colones ( $718) so fines ranging from $2,155 to $71,833.
As the process evolves I will continue to monitor it and keep you updated as to any development.