Legal & Tax Obligations for Inactive Companies in Costa Rica (Updated 2026)
By AG Legal · Updated 2026
For decades, creating an inactive company in Costa Rica was a simple and cost-effective strategy for owning property, safeguarding family assets, or structuring long-term investments. These companies did not conduct commercial activity and were therefore exempt from most tax requirements.
However, since the entry into force of the Law on Strengthening Public Finances in 2018, the regulatory framework changed drastically. Inactive companies are now classified as taxpayers and must meet several annual obligations, even if they generate no income.
Below you will find a complete 2026 guide explaining each obligation, due dates, penalties, and why proper compliance is crucial—especially for foreigners or investors who use corporations exclusively for asset protection.
Table of Contents
- What Is an Inactive Company?
- How the 2018 Tax Reform Changed Everything
- Mandatory Tax Obligations for 2026
- Compliance Deadlines (Quick Reference Table)
- Penalties for Non-Compliance
- Why Work With AG Legal
- FAQ
What Is an Inactive Company?
An inactive company (sociedad inactiva) is a legal entity that does not perform economic activities generating Costa Rican–source income. Most are used for:
- Holding real estate
- Asset protection
- Estate planning
- Vehicle or investment ownership
- Family wealth management
Even though they do not conduct business, the law now requires them to file tax information for transparency and fiscal risk control.
How the 2018 Reform Changed the Treatment of Inactive Companies
With the Public Finance Strengthening Law, inactive companies became subject to the same tax reporting obligations as active companies—except they do not report income or expenses. The goal is for the Tax Authority to verify:
- The origin and justification of assets
- Consistency between corporate ownership and declared capital
- Lawful use of legal structures
This reform introduced five mandatory compliance obligations detailed below.
Mandatory Tax Obligations for Inactive Companies in 2026
1. Filing of Form D-140 (Tax Registry Update)
Within 10 business days of incorporation, the company must file the D-140 form to register:
- Tax address
- Legal representative(s)
- Economic activity code 960113
Failure to file results in significant administrative penalties.
2. Corporate Tax (Impuesto a las Personas Jurídicas)
Paid every January. Inactive companies pay a fixed annual amount determined by law. Payment can be made via any Costa Rican banking platform.
3. Education & Culture Stamp
This annual tax applies between February and March. The calculation is based on the net equity declared in the prior year’s D-101 return.
4. Ultimate Beneficial Ownership Declaration (UBO)
Filed annually in April through the Central Bank’s digital platform. It identifies the individuals who ultimately own or control the company.
Consequences of omission include:
- Financial penalties
- Inability to register documents at the National Registry
- No issuance of corporate certifications
5. Income Tax Return for Inactive Companies (Form D-101)
Even though they generate no income, inactive companies must file an annual return disclosing:
- Assets
- Liabilities
- Equity
This return is crucial because it serves as the base for calculating other taxes—and because any unjustified increase in assets may trigger an audit.
2026 Compliance Deadlines (Quick Reference Table)
| Obligation | Due Date |
|---|---|
| D-140 Registry Update | Within 10 business days after incorporation |
| Corporate Tax | January 31 |
| Education & Culture Stamp | February–March |
| UBO Declaration | April 30 |
| Income Tax Return (D-101) | March 15 |
Penalties for Non-Compliance
The Tax Authority has increased oversight of inactive companies. Failure to comply may lead to:
- High monetary fines
- Restriction on registering documents at the National Registry
- Accrual of interest and surcharges
- Asset-based audits for unexplained increases
- Company dissolution in extreme cases
Maintaining the company in good standing is essential—even if it holds a single property.
Why Work With AG Legal
AG Legal assists hundreds of clients each year—including foreign investors, expats, and multinational groups—ensuring their corporate structures remain fully compliant. We handle:
- D-140 filing
- D-101 preparation and submission
- UBO declarations
- Annual tax reviews
- Corporate housekeeping
Let our team ensure your inactive company remains fully compliant and penalty-free.
Frequently Asked Questions
Do inactive companies in Costa Rica pay income tax?
No. They must file the D-101 form, but they do not pay income tax because they do not generate Costa Rican-source income.
Can an inactive company own property?
Yes. Most inactive companies are used for holding real estate or personal assets.
What happens if I never file the UBO declaration?
The company may be unable to register documents, obtain certifications, or complete legal processes. Fines also apply.
Is the D-140 only filed once?
Yes—unless the company changes its address, representation, or activity code.