News & Insights

The Obligatory Registry of Transparency y final Beneficiaries (Shareholder registry)

As of September 1, 2019 Costa Rica has made effective its law to comply with international standards regarding tax and financial transparency has endorsed the Law to Improve the Fight against Tax Fraud and established regulations. These regulations are mandatory registrations for all shareholders and beneficiaries of all private entities by means of their legal representative or authorized individual must file the Final Beneficiary and Participations Return (hereinafter the Return) before the Final Beneficiary and Transparency Registry (hereinafter the Registry) available at the Costa Rican Central Bank. The filling can only be done online at the web portal of the Central Bank.

The subjects to the ruling and the person responsible to provide the information are:

  1. Legal Representative with residence in Costa Rica
  2. Private trustee, including those created outside the territory but which still perform activities in Costa Rica i
  3. Administrator of Third Party assets i
  4. Non-profit Organization

In order to file the form the legal representative must hold a valid Costa Rican digital signature certificate of the company. Only the companies that registered in National Registry will have to file the following information:

  1. Costa Rican S.A. Corporations
  2. Limited Liability Companies
  3. General Partnerships
  4. Limited Partnerships
  5. Branches of Foreign Corporations in Costa Rica
  6. Individual Company with limited liability
  7. Civil Law Corporations

The application deadline for registration shall be completed as scheduled by the applicable ruling in accordance to the last digit of the company’s corporate ID number as follows:

  1. Companies, which ID number ends in 0 and 1, during the month of September 2019;
  2. All companies which corporate ID number ends in 2 and 3 during the month of October 2019;
  3. All companies which corporate ID number ends in 4 and 5, during the month of November 2019;
  4. All companies which corporate ID number ends in 6 and 7, during the month of December 2019;
  5. All companies which corporate ID number ends in 8 and 9, during the month of January 2$20.

It consists in the fact that the companies that are already constituted, once registered, must update the information between the 1st and 30th of April of each year. On the other hand, for companies that are going to be constituted after the Law comes into force (that is, as of September 1, 2019) they must submit the registration within 20 business days after its constitution.

It states that this must be done when any of the owners of the shares equals or exceeds 15% of the total. The deadline to report this situation is 15 business days.

All statements must be made through the digital platform of the BCCR has enabled for this exact purpose, which will be accessed only through digital signature; who may carry out the respective registration on the digital platform, will be the legal representatives or general or special representatives of each of the legal entities. The digital signature certificate can only be delivered in Costa Rica to nationals or to foreigners with a residence card (DIMEX).

The following fines and penalties apply: (i) Public Registry will be prevented from issuing certifications or to process the registration of any document; (ji) The Notary Public shall include the non-compliance in all documents issued; (i) Tax authorities will apply a 2% fine calculated over the gross income reported the previous tax period, with a minimum of a 3 monthly base salaries and a maximum of 100 monthly base salaries, in accordance to article 84 of the tax code in Costa Rica.

For those cases in which the legal representative does not or can not contain the digital signature certificate can delegate the registration procedure to Guardia Montes y Asociados, were we would be pleased to offer you a complete summary of our services tosummit the registration with BCCR or a specific power of attorney will be required at a certain cost and fee.

If you have any questions please or any doubts on this information please feel free to contact us at