Declaration of Shareholding in Costa Rica: A Guide for Expats

Costa Rica requires all legal entities, including inactive companies, to declare their shareholders and ultimate beneficial owners. Here's a breakdown of the process:

What is the Declaration of Shareholding?

This declaration, mandated by Law 9416, helps improve transparency and combat tax evasion. It details the ownership structure of your company, identifying:

·         All shareholders and their percentage ownership

·         Final beneficiaries (individuals who ultimately control the company)

Who Needs to File?

All companies registered in Costa Rica, active or inactive, are required to file the declaration.

When to File?

·         Ordinary declaration: Once a year, between July 1st and July 31st. (The deadline for 2024 is approaching!)

·         Extraordinary declaration: Within 15 business days of any changes in ownership structure.

How to File?

The declaration is submitted electronically through the Central Directo platform of the Central Bank of Costa Rica (https://www.centraldirecto.fi.cr/Sitio/CentralDirecto/Ingrese/Ingreso).

 This requires:

·         Company registration information: Identification number, legal representative details, etc.

·         Shareholder information: Name, nationality, ID number, percentage ownership for each shareholder.

·         Final beneficiary information: Similar details as for shareholders, including the nature of their control (e.g., voting rights, profit distribution).

·         Digital signature: You (or your legal representative) will need a Costa Rican digital signature to submit the declaration. (Alternative: Grant power of attorney to someone with a digital signature)

Additional Points for Expats:

·         If you're a foreign shareholder, you might need a Costa Rican tax identification number (DIMEX).

·         The platform is in Spanish, so consider using a translation tool or seeking assistance if needed.

Resources:

·         Central Directo platform: https://www.centraldirecto.fi.cr/Sitio/CentralDirecto/Ingrese/Ingreso (Spanish)

Remember: Meeting the filing deadline is crucial to avoid penalties. Consult us, your Costa Rican lawyer and accountants that can ensure a smooth process, especially if you face any complexities.