Registry of Shareholders of Legal Entities is Mandatory in Costa Rica

The Law to Improve The Fight Against Tax Fraud (Law N° 9416) obliges legal entities, third party resource managers, nonprofit organizations and private trust, to register all the shareholders or final beneficiaries in the Registry of Transparency and Final Beneficiaries managed by the Central Bank of Costa Rica (BCCR). Said obligation applies as of September first of 2019, the compliance of this obligation will be carried out gradually, taking into account the last number of the registration ID number.

Excluded from this requirement are companies whose shares are listed on the stock market, whether domestic or foreign; public trusts (those in which the State participates); financial entities; legal entities; third-party resource managers and legal structures supervised by the General Superintendency of Financial Entities (SUGEF), General Superintendency of Securities (SUGEVAL) or by the General Superintendency of Pensions (SUPEN), regarding to its depositors, clients and investors; the Supreme Powers, the Supreme Electoral Court; centralized, decentralized, autonomous and semiautonomous public entities; and the embassies.

The person responsible of providing this information is the person authorized by law to act on behalf of the obligated parties. If it’s a legal entity, the representative; if it’s a trust, the trustee; for the managers of third-party resource, the manager; in non- profit organizations, the president or the person how exercises the representation. The person responsible must have a valid digital signature certificate. The following alternatives are offered for the foreigners who do not have a Costa Rican residence card, and as a consequence, cannot opt for a digital signature:

Another person that can opt for a digital signature can be appointed as a representative.

Granting of a special power of attorney by public deed. It must be granted by digital testimony with the indication of the validity of the power granted.

In order to have a digital signature card, an appointment must be requested at any of the offices authorized by the BCCR. The information of the cost, hours of attention, geographical location and telephone numbers, can be consulted in the Services Section, Digital Signature, of the Central Bank page, which can be consulted at the following address:  https://www.bccr.fi.cr/seccion-firma-digital/firma-digital/oficinas-de-registro.

Those responsible for providing the information must register the necessary information to identify all the participations and final beneficiaries, the information provided will have for all legal purposes the effects of an affidavit. If there are legal entities domiciled abroad, information must be provided concerning all the participations and final beneficiaries, otherwise it is presumed that the final beneficiary is the administrator.

The information that must be provided is the following:

Data of the person who exercises an influence of 15% or more of the total capital or control direct or indirectly on the legal entity.

Composition of voting rights.

The data of the persons who have the right to appoint or dismiss most of the administrative or supervisory boards.

The data of the persons that have the control condition according to the constitutive pact.

If it’s a trust: the object of the contract, the trustor, trustees and beneficiaries.

Branches or foreign agencies of international non-profit organizations must also be registered. In case the donors and recipients or beneficiaries of the contributions are a legal entity, the data that identify them is sufficient.

In order to comply with the declaration of the shareholders and final beneficiaries, the person in charge must previously register on the platform called “Central Directo”, at the following address: www.centraldirecto.fi.cr. Once the legal representative subscribes to this platform, they can proceed to make the respective declarations. Once the declaration is submitted the BCCR will notify compliance with the declaration to the email address indicated as means for notifications.

The updating of data is done ordinarily once a year, between the first and the thirty of April. Extraordinarily within 15 business days from the day of the annotation in the respective book.  Upon the expiration term, the General Tax Administration will notify the compelled that the information was not provided so that they can fulfill their duty. In accordance with the article 84 bis of the Tax Rules and Procedures Code, will grant them a 3 business days period to correct the situation, otherwise the respective pecuniary penalty will be applied

“Article 84 bis: (…) an equivalent pecuniary fine of two percent (2%) of the gross income of the legal entity, of the period prior to that in which the infringement occurred, with a minimum of three base salaries and a maximum of one hundred base salaries (…)” 

The access to the information of the platform will be controlled by the BCCR. The institutions authorized to review the information are the Ministry of Finance and the Costa Rican Institute on Drugs (ICD), with the prior authorization of the BCCR. Additionally, the BCCR will develop a platform for citizen consultation so that any individual can know if it was included or not in the Registry, for which a digital signature certificate will be necessary. People who consider that the information is not current, true or accurate, may request corrections, either asking the person in charge of providing the information to make the corrections or go before a Contentious Administrative Judge and request that the corrections are made.

The National Registry will not be able to issue certifications of good standing and will not register documents in favor of the obligated subjects that are in the list of non-compliers. The Notaries Public that issue documents to the obligated subjects must verify the list of non-compliers and if they are included, they must record this condition in the document.