Costa Rican legal entities including, corporations, LLCs, branches, and all those foreign entities which have appointed a local agent with the authority to act on their behalf must complete an annual filing in the digital platform administered by the Costa Rican Central Bank, to provide all the information to determine and identify its ultimate beneficial owners. This requirement came into effect last year as part of the Government´s efforts to prevent money laundering and the obligations provided by the Law to Improve the Fight against Tax Fraud (Ley para Mejorar la Lucha contra el Fraude Fiscal)..
The filing can only be completed by a legal representative with full authority to act and sign on behalf of the Costa Rican entity. Such agent must be a Costa Rican citizen or a resident with DIMEX, given that the filing can only be processed with a special device known as the Digital Signature (“Firma Digital”). However, companies can also appoint a special agent and grant him/her a limited power of attorney, solely for purposes of completing the filing.
The filing must be supported by proper corporate and legal documentation (i.e. certificate of good standing, affidavits, copies of the bylaws, stock ledger, etc.) as applicable according to the place of incorporation of the Entity All documents issued abroad must be duly notarized, apostilled, and up to date.
Costa Rican Companies will be subject to both administrative and economic penalties, for not completing the filing on due time. First, they will not be able to register any amendments to their corporate bylaws or complete any appointments (agents, board members, etc.), before the National Registry, nor will they be able to obtain certificates of good standing. Also, they will be subject to an economic fine.