Register of Shareholders | Law to Improve the Fight against Fiscal Fraud and its Regulations

Register of Shareholders | Law to Improve the Fight against Fiscal Fraud and its Regulations

As of September 2019, the Central Bank of Costa Rica will apply the “Law to Improve the Fight against Fiscal Fraud” (Law No.9416) and its regulation called “Regulation of the Registry of Transparency and Final Beneficiaries”. The application of the law annually obliges all companies registered in the National Registry and domiciled in Costa Rica, to enter through its President or Manager, the shareholder and / or final physical beneficiary on the website: https://www.centraldirecto.fi.cr.

The “Final Beneficiary” corresponds to an individual who meets at least one of the following characteristics: i) having a majority of the voting rights of the shareholders or partners, ii) the right to appoint or dismiss most of the administrative, management or supervisory bodies and iii) the condition of control of the company, by virtue of its statutes.

The President or Manager of the company must have a digital signature card in order to enter this information in the Central Bank’s web page, a card that is granted to Costa Rican citizens or foreigners who have the migratory identity document for foreigners (DIMEX).

Article 3 of the law establishes the possibility that the legal representatives of legal entities can make the declaration by means of a single attorney, who must be a natural person with SPECIAL POWER of Attorney granted in public deed.

For legal entities domiciled abroad, the legal representative or attorney-in-fact must provide the Registry of Transparency and Final Beneficiaries, the data on the ownership of all the shares or shares held by those legal entities until the final beneficiaries are identified.

In the case of companies with participations or shares that are associated to some chain or corporate structure, the person in charge of the registry must provide the information that allows identifying each participation, as well as the final beneficiaries. Annually, the legal representative or attorney-in-fact must have in his files the apostille certifications of each foreign company related to the Costa Rican company that proves who is the owner or final beneficiary of that company.

The Central Bank of Costa Rica will generate a report known as the list of non-compliant parties, which includes the name and identification of the parties that fail to provide information to the Registry of Transparency and Final Beneficiaries.

As with the situation of companies in arrears with the tax on legal persons, the National Registry may not issue certifications of legal personality or register documents in favor of regulated entities that are on the list of non-compliant parties of this law. Based on these regulations, Notaries Public must verify the list of non-compliant parties and indicate in the document whether the obligated party is in that condition.

Tomás Quirós
CENTRAL LAW
Costa Rica

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