Registration of Shareholders in Costa Rica

Starting on January 1st, 2019, Costa Rican corporations are required to report shareholder information to the Ministerio de Hacienda. This obligation applies specifically to shareholders who hold more than 15% of the shares of a corporation, either directly or indirectly.

This reporting requirement forms part of Costa Rica’s broader efforts to increase corporate transparency and align with international standards on fiscal responsibility and anti-money-laundering compliance.

Who Must Report Shareholders in Costa Rica

The obligation applies to all Costa Rican legal entities, including but not limited to:

• Corporations (Sociedades Anónimas)

• Limited liability companies (Sociedades de Responsabilidad Limitada)

• Inactive corporations

• Holding companies

• Special purpose entities

Any entity with shareholders meeting the 15% ownership threshold must comply, regardless of whether the company is actively conducting business.

What Information Must Be Reported

Corporations are required to disclose a list of shareholders who own more than 15% of the company’s shares. This includes:

• Individual shareholders

• Corporate shareholders

• Beneficial owners when shares are held through intermediaries

The reporting obligation focuses on ownership and control, not merely nominal shareholding.

Reporting Period and Compliance Window

The information must be reported during 2019, following this general timeline:

• Reporting opens: March 1st, 2019

• Reporting closes: December 31st, 2019

The exact filing date within this window depends on the corporation’s identification number, according to the schedule established by the tax authorities.

Failure to report within the applicable timeframe may expose the corporation to administrative penalties and compliance issues.

Why the Registration of Shareholders Matters

The Registration of Shareholders in Costa Rica represents a significant shift in how corporate ownership is regulated and monitored. Historically, Costa Rican corporations offered a high level of anonymity. This new reporting obligation introduces a formal mechanism for identifying individuals with substantial economic interest in legal entities.

The goal is not public disclosure, but rather confidential reporting to the tax authorities, ensuring oversight while maintaining controlled access to sensitive information.

Key Takeaways for Corporations

• The requirement applies as of January 1st, 2019

• Shareholders with more than 15% ownership must be reported

• Reporting takes place between March 1st and December 31st, 2019

• Compliance is mandatory regardless of corporate activity

• The obligation is part of Costa Rica’s corporate transparency framework

Feel free to reach us with your questions or comments.