RECORD OF TRANSPARENCY AND FINAL BENEFICIARIES

RECORD OF TRANSPARENCY AND FINAL BENEFICIARIES 

In accordance with law number 9416, called Law to Improve the Fight Against Tax Fraud, its regulation number 41040-H, and the Joint Resolution of General Scope for the Registration of Transparency and Final Beneficiaries of the General Tax Administration and Costa Rican Institute on Drugs published in the 78th Scope of “La Gaceta” on April of 2019, will begin, starting from September of 2019, the Register of shareholders before “Banco Central” of Costa Rica. 

This legal obligation must be fulfilled by all those legal entities or legal structures located in the country, trusts (except the public ones), third-party resource managers and non-profit organizations and their branches and Foreign subsidiaries of non-profit organizations, and must provide the information of those final beneficiaries who have a substantive participation (corresponds to the holding of shares in a percentage equal to or greater than 15% of the participation regarding the total equity of the legal entity). 

Those responsible for carrying out this registration will be the legal representatives of the legal structures, who, in turn, must have electronic signatures, unless this is impossible, for which they will be able to do so by means of a special attorney granted by public deed. 

In this regard, in accordance with 1st article of the Joint Resolution of General Scope for the Registration of Transparency and Final Beneficiaries, as from September 2019, the registered legal entities must file their declarations before that register according to the following order: 

 

 

Last digit of the corporate identification number 

 

Month they must file the declaration 
0 and 1  September 2019 
2 and 3  October 2019 
4 and 5  November 2019 
6 and 7  December 2019 
8 and 9  January 2020 

 

The declared data will have, for all legal effects, nature of affidavit. Within the information that must be provided, the information necessary to identify all the participations must be indicated, and, at least, one natural person must always be identified as the final beneficiary. 

If, within the information to be declared, other obligors are domiciled in the country, the provision of all the shares of these constraints must be carried out by the person responsible for supplying the information.  This does not exempt the legal entity from the obligation to perform due diligence in order to know and verify the final beneficiaries and retain the supporting documentation. 

Legal entities listed in an organized stock market must register as set out in the General Scope Resolution.  If it is quoted in a national or foreign stock market, the information must be provided.  If it is quoted in the national market it will be verified in real time with Sugeval, and if it is quoted in a foreign market it must provide documentation that accredits it, extended by competent authority apostilled 

Concerning the deadlines, it should be noted that this obligation of declaration is once a year from April 1st to April 30th. Legal entities constituted after that date must supply the information within 20 working days after completing their constitution in the National Registry. 

Likewise, within the 15 working days counted from the date of the entry in the official book in which these data are recorded and it is noted that one of the owners of the shares equaled or exceeded 15% of the total of the shares. 

Those who do not comply with these legal obligations, will be considered as defaulters owing the BCCR to generate the list of defaulters, and will be bounded to pecuniary penalties. The National Registry will not be able to issue certifications of legal entities or to register documents in favor of the ones that are on the list of defaulters. 

In Lexincorp Abogados we will be able to advise you in case of requiring  more information about this new regulation, or in the fulfillment process to provide the required information to the respective authorities. Write to infocr@lexincorp.com, and we will be happy to assist you.