Transparency and Final Beneficiary Registration
The Transparency and Final Beneficiary Registration is a new corporate obligation that entered into effect on September 1st, 2019. This registration’s main objective is to create an electronic registry that enables government authorities to identify the individuals behind legal structures such as companies and corporations for proper tax control.
How does it work?
It requires that a legal and registered representative of the entity (either a duly appointed officer or a proxy of the company duly authorized by means of a power of attorney executed before a Costa Rican Notary Public) registers the shareholders, members or owners using a Costa Rican digital signature certificate and submits all the information regarding the company’s ultimate beneficial owners or shareholders who effectively controls and benefits from the entity.
Which information should be included?
- Company’s information: Corporate ID, commercial activity, email, company’s issue date, expiry date, address, share amount, nominal value and distribution.
- Individual participant: ID number, ID expiry date, exact address, nationality, date of share acquisition and amount of shares.
- National or foreign legal participants (holding companies): date of share acquisition and amount of shares.
- Final individual beneficiary: ID number, ID expiry date, exact address, nationality, date of share acquisition and amount of shares.
- All documents issued abroad should be duly certified and include the Apostille Stamp.
*Take into consideration that in case there are publicly traded companies as a final beneficiary, its information would not be necessary.
Who should register?
- Companies domiciled in Costa Rica
- Third-party resource managers for clients
- Non-profit organizations that raise or disburse funds to meet charitable goals
- Private trusts (including foreign trusts with activity in Costa Rica)
How to register your company?
Legal representatives are responsible for registration and upload information. The submitter (person that will upload the information), must have a digital signature[1].
Who will be using this information?
This registration process will be executed through a digital platform created for this effect by the BCCR. According to the law, this database shall be used by the government authorities and access to this database will be very limited and shall only be used for money laundering investigations, anti-terrorism and similar crimes.
When do you need to register?
If your company’s corporate ID ends in the numbers 0 or 1 you should register on September.
The registration calendar regarding company’s corporate ID last number is:
| 0 and 1 | September 2019 |
| 2 and 3 | October 2019 |
| 4 and 5 | November 2019 |
| 6 and 7 | December 2019 |
| 8 and 9 | January 2020 |
How often should I submit information?
Once every year starting on April, 2020. For example, if your company’s corporate ID last digit ends in 7 you should register on December 2019 and in April 2020 you need to submit the information again and confirm the information uploaded on December.
In addition, if you constitute a new company, you will have 20 business days to register it.
What happens if you don’t register?
Companies that do not comply with the process will not be able to obtain corporate certifications, file modifications to its bylaws and risks to be charged with fines that start at three base salaries (about US$2,500) and a maximum of one hundred base salaries (about US $76,000) if they do not file the information in the next 3 days after each notification.
Should you require extra information do not hesitate to contact us or you can also read the following link: https://corderoabogados.com/new-transparency-and-beneficial-ownership-registry/
[1] A digital signature is a technological tool issued by an authorized entity of the BCCR, that specifies the identity associated with the key, providing authenticity. Foreigners that do not have residency in Costa Rica are not eligible right now to obtain a digital signature. Thus, they must grant a power of attorney in behalf of the Corporation / Company to someone with a digital signature.
NOTE: The purpose of this publication is to provide general information on this particular topic and it is not intended to be a substitute for sound legal advice.
Laws affecting business activity change frequently. Please feel free to contact any of our attorneys with respect to specific inquires that you might have.
