Shareholder Affidavit of Company Ownership (“RTBF”)

By on January 15, 2020   /   Corporate, Costa Rica, Tax  

Yearly Company Shareholder Declaration (“RTBF”).

 

Update as of April, 2022.

 

As of 2019, the Costa Rican government implemented the requirement for all legal entities, trusts, limited liability companies and corporations domiciled in Costa Rica, with some minor exceptions, of submitting a yearly affidavit pertaining to shareholders and beneficial ownership (more info here, in Spanish only).

The information submitted in the affidavit is is to be treated as confidential. It will only be used for internal tax purposes, such as controlling payment of capital gains taxes and anti-money laundering.

The filing is referred to in Spanish as the Declaración sobre Registro de Transparencia y Beneficiarios Finales (“RTBF”). There literal translation into English is “Declaration concerning Transparency Registry and Final Beneficiaries” and it is more commonly referred to as the “shareholder declaration” or “shareholder affidavit“.

The deadline for the 2022 filing is April 30th. The filing must be completed by the end of April every year thereafter or whenever there is a significant change of ownership. Failure to submit the affidavit by these deadlines carries hefty monetary penalties: up to 2% of the entity’s gross income, with a minimum of 3 so-called “base salaries” (each salary is roughly ~$1,000, for a total minimum fine of ~$3,000).

The filing must be done in a secured only platform implemented by the Costa Rican Central Bank (“BCCR”) (available here) by the company’s legal representative. The person that does the filing on behalf of the company must have a government-issued certificate of encryption of digital ID. Foreign nationals without legal residence in Costa Rica normally do not have access to this document.

All clients, especially those without a digital ID, are strongly suggested to contact us to coordinate completion of this requirement.

 

First published on January 15th, 2020.

 

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Costa Rica: Yearly Tax on Legal Entities Ruled Unconstitutional

By on March 11, 2015   /   Corporate, Costa Rica, Tax  

magnifying-glass

We have discussed the Yearly Tax on Legal Entities in several several different occasions.

This is a tax levied since 2012 on legal persons in Costa Rica (the prime examples being “sociedades anónimas” or corporations and limited liability companies), payable in January of every year. The tax is enforced by strict penalties that could even lead to dissolution of the delinquent entities.

However, in Decision No. 1241-2015 of January 28, 2015 the Costa Rican Constitutional Court ruled on a lawsuit brought against the law that has been pending since November 2012. As a result, the Tax on Legal Entities Law was partially declared unconstitutional and will cease to be effective as of 2016.

The decision has been controversial because despite the Court’s findings that the law is contrary to Costa Rica’s constitutional regime, it has chosen to maintain its effectiveness up to 2015. Ordinarily, any ruling of unconstitutionality has retroactive effects to a law’s date of effectiveness. Nevertheless, the Constitutional Court has powers to decide otherwise, based on the potential fallout of the decision. In this particular case, a ruling of unconstitutionality since the effective date of the law would have forced Costa Rican authorities to reimburse any payments made under the law, which could harm public finances. Instead, the Court opted to maintain the tax’s effectiveness until the end of the year.

As a result, qualifying legal entities are still required to pay the tax during 2015. The penalties for lack of payment have been somewhat lessened in expectation of further clarification from the Court regarding the effects of the unconstitutionality ruling, which are still not fully clear. For instance, documents filed by delinquent entities before the National Registry are no longer automatically refused registration or recordal, but are suspended pending payment (thus maintaining an effective filing date that can constitute constructive notice to third parties).

Client alerts are meant solely for general information and should not be regarded as legal advice. If you would like additional information, please contact:

For more information:

Luis D. Acuña
tel. 00 (506) 2221-9058
LDAcuna@AcunaLegal.com


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Costa Rica: Yearly Tax on Legal Entities as of April, 2012

By on January 6, 2012   /   Corporate, Costa Rica, Tax  

As we have informed our clients and friends in the past, the Costa Rican Legislature passed a new tax on corporate entities that will take effect on April, 2012. You may read a basic overview about the tax in the following article: Yearly Tax on Legal Entities as of April, 2012.

The National Registry has been entrusted with administration of the new tax and it has setup a website where owners of legal entities affected by the tax can check the status of their entities:

https://www.rnpdigital.com/shopping/consultaDocumentos/consultaMorosidadPJ.jspx 

The full text of the law can be viewed here: Ley de Impuesto a las Personas Jurídicas No. 9024 [Spanish only].

Client alerts are meant solely for general information and should not be regarded as legal advice. If you would like additional information, please contact:

For more information:

Luis D. Acuña
tel. 00 (506)  2221-9058
LDAcuna@AcunaLegal.com


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