CorporationsGovernment

Shareholders Report Update

Obligation to comply updating the shareholder’s registry for corporations start next September 2019. Here is what you need to know:

Overview:
The Shareholder’s registry requirement for corporations is a mandatory requirement that will come into effect in September of 2019 as per resolution N° DGT-ICD-R-14-2019 from the General Director of Taxation and Costa Rican Institute of Drugs regarding the “Registry of Transparency and Final Beneficiaries” of March 8, 2019.

Each corporation has a mandatory deadline to comply depending on the last number of their legal ID, starting September 2019 to January 2020.

Residents vs. Non-Residents:
The Shareholders update report must be submitted by the legal representative of the corporation through digital signature.

A digital signature is required to proceed. Digital signature is only provided to:

  • Natural persons (physical persons).
  • Costa Rican nationals or foreign residents.

If the legal representative does not possess a valid residence card in Costa Rica, he/she will need to grant a POA to a third party to comply.

You can find more information about the digital signature at the following link (in Spanish): https://www.bccr.fi.cr/seccion-firmadigital/firma-digital/oficinas-de-registro

About the POA:
This POA must be limited to one purpose only that is completing the Shareholder’s registry one time. Once completed, the POA loses all effects.

When to proceed:
A date to proceed has been defined to each corporation in accordance to the last digit of its legal ID number as per the following chart.

 

Declaration will be annual.

Non-compliance:
A fine for non-compliance will be issued against all infringing corporations that have not complied by January 31st of 2020 with a minimum of three minimum-wage salaries and a top of ten minimum wage salaries ($1600 USD to $5300 USD approximately).

Where do I complete the Shareholders update?
The authorized legal representative can proceed by accessing the following link:

https://www.centraldirecto.fi.cr

Remember a digital signature will be required for this purpose.

 

If you have further questions, do not hesitate reach us by clicking here.

 

 

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The Author

Sebastian Alvarado

Sebastian Alvarado

Senior manager with broad experience in corporate environment. Proven results in successfully leading teams in three different countries through the Latin America Region.
Approximate 10 years’ experience with global immigration and corporate environment.

5 Comments

  1. Jeffrey Zamora
    Jeffrey Zamora
    August 8, 2019 at 7:52 pm — Reply

    this article is great!

  2. […] we previously reported, the Shareholder’s registry requirement for corporations is a mandatory requirement that will […]

  3. Avatar
    Jeffrey
    October 10, 2019 at 6:47 pm — Reply

    If I have an S.A. that ends in “8”, I can make changes in the registro publico with my S.A. before January 30, 2020 without doing the shareholder registration?

    • Sebastian Alvarado
      October 10, 2019 at 7:21 pm — Reply

      Hi Jeffrey. Unless you dissolve the corporation, the registration is mandatory, thus, you need to comply despite of the changes made on the same. Keep in mind this registration must be done once a year and/or every time there is a change on the shares/shareholders-stocks/stockholders. Whenever a change of shares/shareholders-stocks/stockholders is made, you have 20 days to comply with a new registry.

      • Avatar
        Jeffrey
        October 11, 2019 at 8:24 am — Reply

        Thanks, I want to make a change before dissolving it. The S.A. has a gravamen on a property that I want to move to a personal name. If ithe documents are presented to the Public Registry on Jan 15, 2020, for example. I wont have to pay the yearly annual tax or do the shareholder registration because both of these are due on Jan 31, 2020, correct? (The S.A. number ends in “8”)

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