Shareholder Registration Dates Updated in Costa Rica

Official Notice on Updated Filing Dates

A notice published in La Gaceta on April 3rd announced updated deadlines for filing the shareholder registration in Costa Rica. This registration is mandatory for Costa Rican entities and must be submitted to the Central Bank of Costa Rica (BCCR).

As established by regulation, companies must report shareholders who own more than 15% of the shares of the entity. This obligation applies broadly across corporate and civil structures, including SRLs, SAs, civil societies, and other applicable legal entities operating in Costa Rica.

Who Must File the Shareholder Registry

The filing requirement applies to Costa Rican companies regardless of their operational status. Any entity that falls within the scope of the regulation must submit accurate and timely information identifying qualifying shareholders.

The purpose of the registry is to ensure transparency regarding beneficial ownership and to align Costa Rica with international standards on corporate disclosure.

Filing Deadlines Based on Company ID Number

The deadlines for completing the shareholder registration are determined by the last digit of the company’s identification number, as outlined below:

Shareholder Registration Schedule

Companies are expected to comply strictly within the assigned filing month to avoid penalties.

Penalties for Non-Compliance

Failure to complete the shareholder registration within the established deadline results in a significant financial penalty. The fine is calculated as 2% of the company’s gross revenue, based on the most recent income tax filing.

The regulation establishes both minimum and maximum thresholds for the sanction:

• Minimum fine: 1,338,660 Costa Rican colones

• Maximum fine: 44,622,000 Costa Rican colones

These penalties apply regardless of whether the omission was intentional or due to administrative oversight, underscoring the importance of timely compliance.

Practical Implications for Companies

Given the potential financial exposure, companies should ensure that their corporate records are accurate and that shareholder information is properly documented before initiating the filing. Coordination with legal and accounting advisors is often necessary to confirm ownership percentages and reporting accuracy.

This requirement forms part of Costa Rica’s broader corporate compliance framework and remains a key obligation for entities incorporated in the country.

Feel free to reach us with your questions or comments.