What is the transparency and final beneficiaries of the central bank filing and how does it apply to corporations and legal entities?

by Quatro Legal Corporate Team | Jan. 8, 2024 | Article, Corporate

Costa Rica has over the past few years created more and more compliance requirements to fight tax fraud and evasion as well as monitor the entities and the capitals entering or flowing through the country. The Transparency and Final Beneficiaries Registry of the Central Bank of Costa Rica is one of this new requirements intended to identify the shareholders and final beneficiaries of all legal entities and legal structures active in Costa Rica. Active shall be construed as being duly recorded and valid in the National Registry. It is based on Law 9416, known as the “Law to Improve the Fight against Tax Fraud,” and related Regulations 414040-H.

It is required that all legal entities and legal structures domiciled in the country disclose all shareholders or final beneficiaries who own a percentage greater than or equal to 15% of the total shares or benefits.

This is a requirement for all legal entities and other legal structures, trusts, third-party resource managers and non-profit organizations. It is important to note that the person providing the information must have a valid digital signature certificate (firma digital). The “firma digital” for those that are not familiarized with it is a tecnological tool that through an encriptive system verifies the identity, integrity and legal validity of someone signature that binds them to the document or documents signed through it. It is an electronic or digital equivalent of a person’s handwritten signature.

In the case of legal entities and legal structures whose shareholders and/or beneficiaries are persons or companies located abroad making it impossible to determine their identities, an affidavit must be submitted explaining the situation along with all supporting documentation.

The process is completed through the electronic platform centraldirecto.fi.cr. Additionally, an email address must be provided to receive communications. The legal representative is required to have a digital signature or “firma digital” or authorization must be given to a third party through a special power of attorney issued by a public notary.

The deadlines for submission of this declaration are as follows: a) Ordinary declaration: Once a year, between April 1st to April 30th. It is important to note that in the past years the government has changed or extended the filing dates due to problems with the platforms. Legal entities or structures that are registered after this must submit the information within 20 business days of completion of their incorporation in the National Registry; and b) Extraordinary declaration: A declaration must be submitted within 15 business days from the date on which an annotation is made in the respective registry. This is required in all cases where one shareholder or beneficiary of 15% or more of the total shares or benefits of the legal entity or legal structure.

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