March 13, 2024, Costa Rica  introduced significant amendments to its Transparency and Final Beneficiaries Registry (RTBF), impacting how companies and trusts report their beneficial ownership. 

These changes, made under the new Executive Decree No. 44390-H and other related regulations, aim to increase transparency and align with global standards against financial crimes such as money laundering and tax evasion. For corporate owners and beneficiaries, understanding these adjustments is crucial for ensuring compliance and avoiding potential legal complications.

(Click here for the unofficial English translation of  the amendments of the “Joint General Scope Resolution for the Transparency and Final Beneficiaries Registry”)

*** The Administrative Contentious Court has ordered the provisional SUSPENSION of limitations on corporations granting special Powers of Attorney to submit the Registry of Transparency and Final Beneficiaries. Subscribe to our newsletter to receive all the details in our next blog.

Implications for Business Owners and Beneficiaries

Business owners and beneficiaries must understand these changes for several reasons:

  • Compliance: Non-compliance can result in penalties, including fines and reputational damage.
  • Operational Impact: The need for more detailed reporting may require changes to internal processes and systems.
  • Legal Obligations: Understanding the specifics of the law helps in fulfilling legal duties and avoiding potential legal challenges.

Overview of the Legal Changes (UPDATED)

 

The amendments were enacted to refine the process of identifying the beneficial owners of entities registered in Costa Rica.

This directive is part of a broader strategy to enhance the legal framework and ensure it meets the recommendations set by the Financial Action Task Force (FATF).

Key changes in the RTBF and extension period for 2024 tax reporting 

  • Adjusted Reporting Period for 2024
      • For the year 2024, the deadline to submit the mandatory declarations has been shifted from April to between July 1 and July 31. This one-time adjustment gives entities more time to adapt to the new regulatory environment and make sure their reporting is accurate.
  • Expansion of Reporting Entities
      • Non-Profit Organizations and Foreign Affiliates: Previously exempt, branches of non-profits and their foreign subsidiaries must now report their beneficial ownership.
      • Trusts and Foreign Entities: The scope of entities required to report now explicitly includes private trusts and foreign legal entities active in Costa Rica or those with a legal identification number from the National Registry.
  • Special Power of Attorney Restrictions
      • Under the new regulations, the use of special power of attorney has been significantly restricted. Entities can now only grant a general power of attorney in “exceptional, duly justified cases.” This change mandates that the legal representative must handle most declarations unless specific, stringent criteria are met

Why are the RTBF regulatory updates important?

These changes are designed to close loopholes that previously allowed entities to obscure the true ownership of assets. By expanding the reporting requirements and tightening the rules around representation, the government aims to ensure:

  • Increased Transparency: Ensures that the financial activities within Costa Rica’s borders are more transparent, making it harder for illicit activities to go undetected.
  • Enhanced Compliance: Aligns Costa Rica more closely with international financial compliance standards, thereby improving its global economic standing and relations.

How does Blue Zone Legal simplify compliance for you?

We recognize the complexities these changes introduce. This is why it’s important to be prepared with a fully comprehensive corporate compliance package tailored to simplify adherence to the new RTBF requirements. 

Our services include (but are not limited to):

  • Bookkeeping services
  • Fulfillment of corporate domicile services
  • Management of legal and administrative notices
  • Seamless coordination for annual shareholder meetings
  • Expert assistance in meeting all your corporate tax obligations

And as the regulatory landscape evolves, it is paramount that we continue to make sure that you are informed, prepared, and that your business remains compliant and well-positioned for future developments.

Blue Zone Legal is ready to guide you through these changes seamlessly with your Corporate Compliance Annual Services – 2024 Package.

For more details on how these changes can affect your business and how our up-to-date compliance solutions can streamline your needs and relieve you of any confusion, reach out to us today. The deadline is only a couple months away (but we’re only a call away). 

 

*The Costa Rican Bar Association challenged these changes and we updated the results. We will continue to keep you updated on any new changes that may effect your filing needs. 

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