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In past years it was very common to use inactive companies as a legal structure to protect assets. The foregoing, because it was a corporate figure that was exempt from certain tax requirements, unlike those that develop a commercial activity.

Because of the entry into force of the Law on Strengthening Public Finances (Ley de Fortalecimiento de las Finanzas Públicas) in 2018, the benefits of using an inactive company as a corporate vehicle for the protection of assets, undergoes a significant shift. The above, because it converts this type of companies into taxpayers and it forces them to comply with 5 tax requirements, which are the detailed as follows:

FILING OF D-140 FORM: Once an inactive company is dully incorporated before the Costa Rican National Registry, it must file before the Tax Authority an update of the information regarding its legal representative or representatives and its tax address. Additionally, the company must be registered under the economic activity of “Legal persons incorporated in the country that does not carry out economic activity of a Costa Rican source”, which is governed by code 960113. It is important to consider that in the event of non-compliance with this first post-incorporation requirement, the company is exposed to a sanction. Lastly, this requirement must be complied within the period of 10 business days from the incorporation of the company.

CORPORATE TAX: This is a tax must be paid annually, during the month of January of each year. The amount to be paid varies from year to year and can be paid from any digital platform of the banks registered in the national financial system. The amount to be paid varies depending on whether it is an inactive company or an active company.

EDUCATION AND CULTURE STAMP: This tax It is included with the legal expenses at the incorporation of the company. Subsequently, this tax must be paid annually between the months of February and March of each year. The net capital reported in the Income Tax return of the immediate prior fiscal year, is used as the basis for calculating such tax.

ULTIMATE BENEFICIARY OWNERSHIP DECLARATION (UBO): This declaration is filed annually during the month of April before the Central Bank of Costa Rica. The purpose of this declaration is to indicate who is the final beneficiary (physical person) who is owns company. The omission this requirement carries out several sanctions to the company, such as a pecuniary fine, the non-issuance of good standing certifications and the non-registration at the Costa Rican National Registry of documents in relation to the company.

INCOME TAX RETURN (FORM D-101): One of the most important modifications that are introduced with the aforementioned law, is the filing of the Income Tax Return, in which the capital stock, assets and liabilities of the inactive company must be stated. This declaration will be taken as the basis for the calculation of the Corporate Tax, Education and Culture Stamp and other future tax liabilities. The failure to submit this declaration form entails financial penalties and in the face of an audit by the Tax Authority, the company would be exposed to an additional penalty for the increase of the corporate assets without justification. This requirement must be submitted annually and expires on March 15.

In conclusion, with the introduction of these new tax requirements that all inactive companies must fulfill, this promotes to maintain the corporate information updated. The above, because these companies stopped being simple holders of assets and from now on, they are subjected to a meticulous tax inspection. Therefore, the only way to avoid this type of sanctions is to keep everything in order and in compliance as if the said company, would be developing a commercial activity like any company called “active”.

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Field of application

To all corporations, to the representatives or branches of foreign corporations, and LTDA/SRL companies, this applies to both corporations that are already registered and those that are going to be registered in the Mercantile National Registry.

Payment

Each tax period will be counted from January 1° to December 31° of the same year.

For entities that are already registered, the tax will be generated on January 1 of each year, and payment must be made within the next 30 days from January 1 of each year.

Regarding the entities established during the year, taxes must be paid within the next 30 days, counting from the day the public deed of the Corporation’s constitution is submitted to the National Registry. The rate must be proportional to the time remaining between the date of submission of the deed and the end of the tax period. The discount stated in the Law of Taxation of the National Registry will not apply.

The tax is paid through the means, forms, and conditions established for this purpose by the National Tax Office.

Rates

The law lists four scenarios under which the rate that must be paid is established:

The corporations that are registered in the Registry of Corporations, but not in the Unique Tax Registry of the General Directorate of Taxation, must pay an amount equivalent to 15% of a monthly base salary (office worker 1) according to the second article of the Law N°7337.

Taxpayers of the utility tax who have declared a gross income lower than one hundred and twenty base salaries regarding the utility tax of the last period, must pay an amount equivalent to 25% of a monthly base salary.

Taxpayers of the utility tax who have declared a gross income between a hundred and twenty and two hundred and eighty base salaries regarding the utility tax of the las period, must pay an amount equivalent to 30% of a monthly base salary.

Taxpayers of the utility tax who have declared a gross income equal or superior than two hundred and eighty base salaries regarding the utility tax of the last period, must pay an amount equivalent to 50% of a monthly base salary.

The legal representatives of the corporations are jointly responsible for the neglect of payment of the taxes stablished in the Law.

Sanctions

In case of non-compliance, the Code of Rules and Procedures of Taxes.

The National Registry will not be able to issue certifications or register any documents in favor of taxpayers who are not up to date with their tax payments. A Notary Public that issues certifications to overdue taxpayers must record this condition in the respective document.

Overdue taxpayers are prohibited from contracting with the Government or any public institution.

The debts derived from this tax will constitute a preferential legal mortgage or a preferential lien on the corporation’s assets.

The neglect of payment for 3 consecutive periods is the cause of dissolution. The National Tax Office will send to the National Registry a report of taxpayers who did not pay their taxes, so that the National Registry can proceed with the cancellation of their registry and asset annotation.