There are two important obligations that all corporations must fulfill in the very short term.
I. Registration of Beneficiaries of Corporate Shares
The first obligation is due by next April 30th and it refers to the RTBF (Registro de transparencia de beneficiaries finales) which means Registration of Transparency of Final Beneficaries.
This is an important report that must be presented to the Costa Rica Central Bank through their platform called “Central Directo”. In this report the legal representative of each corporation must certify who are the REAL, actual owners of the corporation´s shareholders. The purpose of this report is to establish who are the real beneficiaries of the company shares.
For example, if the shares of a corporation are in the name of a person of very modest means but the corporation owns a very expensive and luxurious property or a very expensive car, then the authorities will ask how this person of modest means came to own the shares of this company that owns this expensive property or vehicle. In other words, where did the money come from for this corporation to own these expensive assets.
If it turns out that the real owner of the shares lives in that expensive house or is driving that expensive car, then there could be a problem because the Report to the Central Bank could be considered false.
The real purpose of the law that created this report is to address issues of tax fraud, money laundering and other types of financial misdeeds.
Who must file this report? All corporations, private trusts, those who manage third party funds and other organizations.
For corporations, the only person who can file this report is the representative of the corporation. In the case of the “S.A.” (Sociedad Anónima- the Corporation in the U.S.A.) it would be the company President. In the case of the S.R.L. (Sociedad de Responsabilidad Limitada- the Limited Liability Corporation in the USA) it would be the “Gerente” (Manager) that represents the company.
What is the situation in a company whose representative lives outside of Costa Rica and does not know how to file this report? The corporation can grant a Power of Attorney (Poder Generalísimo- in English “a full and unlimited power that can be limited to this act”) but this must be done through a Notary Public of Costa Rica or Consular Notary.
What use can legally be given to the information in this report? The information in this report is not protected by bank secrecy laws but it is considered confidential information under the tax laws of Costa Rica.
The information can be used to identify, oversee and collect tax obligations. The information can be used to establish risk plans to avoid tax fraud by specific groups of taxpayers. This data can also be used for exchange of information for international instruments. The Costa Rica Institute of Drugs can also request information from this database.
What are the consequences of not filing this report? The consequences for not complying with this report are those established in the tax laws, which can be monetary in the case of financial considerations and even criminal if it is considered that perjury, fraud or other crimes have been committed.
II. Email Address for Corporations
The second obligation that will come due rather soon is the obligation to register an email address for each corporation. There has been a problem for decades trying to notify corporations whose representatives cannot be located or that do not want to be notified.
Under the present system, if a person has been caused harm by a corporation and tries to sue this company, this victim will have to submit the corporation´s actual (real and present) address where the company representative can be found.
If the company representative cannot physically be found at that address, whether it is the corporate registered address or a different personal location, then the lawsuit cannot go forward because the corporation cannot be notified through its representative.
The only other solution for this situation is to have a court appointed representative named to protect the interests of the corporation that could not be notified but his can be an expensive proposition because the legal fees for this representative will have to be deposited in the court, up front, before the case can go forward, which is a cost that discourages many people from continuing their court action.
The same problem applied for administrative notification in which the government or one of its agencies needed to notify a corporation whose representatives could not be located.
The law came into effect in November of 2024 but it granted a grace period for interested parties to prepare. This law changed the corporate address requirements.
Every corporation now requires two addresses: a) the physical company place of business and b) an email address for administrative and judicial issues.
As a result of this change in the law, corporations can now be notified in three different ways: a) the company registered physical address, b) the company registered email address (this is the new obligation that will come due in June 2026) and c) an agreed upon contractual address in cases of contracts.
What can be the consequences of not registering this new email address? There will be at least 3 principal consequences:
a. If no electronic address is registered and the company representative cannot be found, then the notification of the government action or the court ordered notification will be done automatically, which occurs 24 hours after the judge has ordered the automatic notification. In other words, if one individual or company sues another company and an automatic notification is ordered by the judge, then that court resolution will be considered duly notified 24 hours after the judge´s order. This can be extremely perilous because that court resolution could be a lawsuit with no evidence or a weak case but if the company is automatically notified the case will go forward without that company´s knowledge.
b. The National Registry, which is the Hall of Records where all major documentation is processed and kept, will not register any documents for corporations that have not complied with this requirement. For example, if a corporation needs to change the Board of Directors or buys/sells a property, those documents will not be registered until this requirement is met.
c. This requirement must be complied with by June 4th 2026. After that date the National Registry will not register any documents for corporations that have not met this obligation.
Both of these obligations can have important consequences to any corporation that does not comply.
About
Jorge Montero B. was educated in the U.S.A. and in Costa Rica. He holds various specialties and degrees in Criminal, Commercial, Environmental and Agrarian Law from the University of Costa Rica and has over 30 years of litigation, contract and counsel experience.
Email: acmbalaw@gmail.com
Tel: (506)- 8384- 2246
WhatsApp: (506) 8384- 2246
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