A regulation pending approval by the Costa Rica Department of the Treasury (Ministerio de Hacienda) would eliminate the privacy of the shareholder registry book of the Costa Rican Corporation.

   

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The goal of the regulation titled Disclosure and Declaration of the Shareholders of Corporations is to create a corporation shareholder registry in the National Registry of Costa Rica where the information about the shareholders of corporations and share transfers would be recorded.

This regulation would modify one of the essential characteristics of the Costa Rica Corporation the private information about its shareholders.

The regulation if approved would créate a “Shareholder Declaration Form” (Declaracion de Accionistas de Sociedades) and all shareholders of any type of Corporation registered in the Corporation Registry of Costa Rica would be required to complete the form and file it with the National registry.

The form as currently described would require the shareholder to identify

  • The date the corporation was formed,
  • The identification of the shareholders including name and identification number,
  • The amount of shares owned by the shareholder and nominal value.

 

The Legal Guide To Costa Rica

For existing corporations the regulation will allow a time frame yet to be determined for the shareholders to comply. With new corporations that are formed the regulation requires the disclosure form to be filed within 15 days after incorporation. Any changes in the ownership of the corporation would also have to be reporte don the disclosure form as well.

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For those that do not comply the minimum fine is set at 10 base salaries which is approximately a US $8,000 fine.  

Costa Rica recently signed cooperation agreements with the organization for Economic Co-operation and Development (OECD) on fiscal and corporate transparency. The Costa Rican Treasury Department has indicated that this regulation is necessary for it to obtains useful data to cross reference and detect non compliance with tax obligations.

It also indicated that this regulation will ensure that it complies with its commitments to international standards of fiscal transparency.

Generally in Costa Rica this sort of topic is implemented by way of a law passed by the Congress. In this case, the Department of the Treasury is implementing it as a regulation and justifying its authority to do so by way of the Costa Rican Procedural Tax Code (Codigo de Normas y Procedimientos Tributarios) Articles 99, 105 and 106. Once the regulation is implemented it will be interesting to see if any legal challenges are filed against the regulation.

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Costa Rica Attorney Roger Petersen

Written and copyright by Attorney at Law – Roger A. Petersen. Roger has been an attorney since 1992 and is a member of both the Costa Rican and Florida Bar. He practices law in San José, Costa Rica and is the author of the best-selling book The Legal Guide To Costa Rica which you can order from Barnes & Noble here or from Amazon.com here. Attorney Petersen’s website can be found at Petersen & Philps Law Offices.




To speak with Attorney Roger Petersen and about hiring them as your Costa Rica attorneys, please contact them using the information below:

Lic. Roger A. Petersen – Attorney at Law

Escazu, San José, Costa Rica

Tel: 506-2288-2189 Ext. 101 or 2288-6228 Ext. 101

You can email Attorney Roger Petersen by clicking here.

You can visit the Petersen and Philps Law Offices Website here.

You can visit the CostaRicaLaw website here.

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