Costa Rica Corporations


The two most common types of Corporations are Sociedad Anónima) Corporation and the Limited Liability Company (Sociedad de Responsabilidad Limitada). I n 2018, the Costa Rican government passed a law that requires the mandatory disclosure of the shareholders and or beneficial owners of any corporate entities registered in Costa Rica. The filing was initially set for March of 2019, but the tax department extended that deadline to September of 2019 so that they could publish the corresponding regulations and procedures for compliance.


The objective of this law is to identify all the shares of each legal entity registered in Costa Rican and then disclose the direct shareholders or the beneficial owners of those shares.  


Why Do Shareholders have to Filed Publicly?

Costa Rica has applied to admission to the OECD (Organization for Economic Cooperation and Development).  The organization promotes Global tax transparency and exchange of information.  To comply, Costa Rica passed the Law to Combat Tax Fraud (Ley para mejorar la Lucha contra el fraude fiscal  Ley N° 9416 del 14 de Diciembre de 2016), which mandated the creation of this shareholder registry.


Do you have to file shareholders every year?

If you own a corporation, your lawyer can file your shareholders every year between April 1-30th. If the share is transferred at any time during the year, it is the o obligation of the legal representative of the company to report the transfer of shares 15 days of the date of entry that is made in the shareholder log book.



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