This past December 2016 saw the enactment of a new law by congress regarding corporation shareholder disclosure, and the reinstitution of corporate tax, most likely in the first quarter of 2017. The reinstitution of the corporate tax is an effort to address issues in the previous corporate tax law that was declared unconstitutional in January of last year. The disclosure of the stock holders -as we will mention below- is also a new obligation which goes hand-in-hand with fines if not complied with.

In the meanwhile, the Costa Rican National Registry is still collecting all pending corporate taxes under the previous law -now unconstitutional with regards to the application after the ruling but not for the periods before the ruling was issued. Corporations will be closed if they have failed to pay corporate tax for three consecutive years. Therefore, it is critical that corporations pay at least one of the last three years’ taxes to prevent automatic closure. Please contact me if you have any question or are unsure of your status.

LEGAL UPDATES

“Ley Contra el Fraude Fiscal” (The Law Against Fiscal Fraud), December 20, 2016.

As a means to prevent tax fraud, and under the excuse of money laundering prevention, the government created a new “Registry of Stockholders” for all domestic corporations (Sociedad Anonima´s as well as Limitadas).  The intent of this registry is to have a national database of corporate stockholders who exercise control over the corporation.  It is designed to aid tax authorities and money laundering authorities, in investigations.

This law requires the disclosure of any individual, or entity, with a “controlling interest” in a corporation.  A list of controlling stockholders is to be provided to the Costa Rican Central Bank.  A person or entity is deemed to have a “controlling interest” if they own 15% or more of the corporation’s stock.  If the recorded stock-owner   is a foreign corporation and the list of its final individuals (meaning persons) is not disclosed, for the laws purpose, the local administrator or legal representative will be deemed the owner of the shares.  Therefore, all Corporations must now file a statement annually, or whenever there is a change in controlling interest.  Failure to comply with this law will result in the imposition of a penalty in excess of U.S. $3,500.

I can assist with keeping you updated on any important changes in the local legislation, and specifically how to comply with the new corporate law once regulated.  If you register with us via a simple e-mail to: ablanco@arturoblancolaw.com, we will be glad to update you on any related changes with this law.

If you believe you may not be up to date with the prior corporate tax law, it would be important for you to request us to verify this information for you.  We may also assist in the payment of those pending amounts.