Author: Daniela Pauly M.
Costa Rica has implemented in its legislation, a new law to fight against the legitimization of capital. This law is called “Law to improve the fight against tax fraud”, n ° 9416, within which one of the main innovations is the implementation of the “Registry of transparency and final beneficiaries”.
This Registry will be elaborated and fed by the information that must be provided by the obligated subjects catalogued by law, as to who are their shareholders and final beneficiaries, as shall be explained below.
As established in the “Regulations on the Registry of Transparency and Final Beneficiaries”, No. 41040-H, the subjects obligated to provide the required information are the legal entities and other legal structures domiciled in the country, third-party resource managers in favor of its clients, non-profit organizations and private trusts, including foreign trusts that carry out activities in our country.
In relation to what has been said above, the transitory VI of the Joint Resolution of General Scope for the Registry of Transparency and Final Beneficiaries, which indicates that due to technical limitations in some national institutions, which must complete certain technological developments that allow access to the Registry of Transparency and Final Beneficiaries, shall be taken into account, this registration process will begin in a first stage with all the obligated registered in the National Registry that are detailed in article 1 of said resolution, and the other obligated will be incorporated in a second stage when already having the necessary tools.
That said, we can talk about those responsible for the provision of information, which will be: for legal entities and other legal structures, their legal representative; for trusts, the fiduciary; for the administrators of resources of third parties, the legal representative, agent or whoever has the powers of representation with powers of administration; and for non-profit organizations, it will be the president or who has the powers of representation. For any of these cases, the person responsible for providing information must have a digital signature certificate.
In relation to the deadline to comply with the supply of information, the obligated subjects must comply annually with the supply of the information to the Registry of Transparency and Final Beneficiaries. The obligated parties that are constituted after the annual compliance date, must supply the information within 20 business days following its establishment. When the substantive participation limit is equaled or exceeded, an update of the information must be presented within a period of 15 working days from the date of the annotation in the Shareholders’ Registry Book.
In the case of legal entities or legal structures domiciled in Costa Rica, but whose substantive participation of the share capital belongs to legal entities domiciled abroad, the person in charge of said entities must provide the data on the ownership of all the shares of those companies, and the powers that have been granted in Costa Rica for the development of their activity. If it is impossible to identify the final beneficiary, once all the means to obtain the information have been exhausted, it will be presumed that the final beneficiary is the administrator. This impossibility must be demonstrated by means of an affidavit, accompanied by documentation that supports it.
The purpose of this Registry is to identify the totality of the shares of each obligated party, as well as the final beneficiaries and persons exercising control over these subjects. It should be taken into consideration that this will begin to be mandatory starting september 2019. If you need assistance on this matter or other legal issues, do not hesitate to contact us at info@ghp.cr