New Regulations for the Transparency and Final Beneficiaries Registry

Main Changes and Legal Considerations

Under the regulations on the Transparency Registry and Final Beneficiaries in Costa Rica, legal entities and other legal structures domiciled in the country, third-party resource managers on behalf of their clients, non-profit organizations and private trusts, including foreign trusts that carry out activities in Costa Rica, must declare and present the information of their final beneficiaries in the Central Directo system , created and administered by the Central Bank of Costa Rica. 

This obligation has been in force in Costa Rica for several years and although it has not remained intact and has undergone various changes, it is through Executive Decree No. 44390-H, published in March 2024, that a new Regulation of the Transparency and Final Beneficiaries Registry (RTBF) was issued, which consequently repealed the previous regulation, issued on April 5, 2018 through Executive Decree No. 41040-H, which until then had regulated the operation of this Registry.  

The new Regulations for the Registry of Transparency and Final Beneficiaries bring with them important changes that seek to strengthen transparency and accountability in business structures and public entities. Obligated subjects and their legal representatives must be aware of the modifications and ensure compliance with the new provisions to avoid possible and future legal contingencies. 

 The main changes introduced are: 

1.Ordinary Declaration Period 

Through joint resolution of general scope number MH-DGT-RES-0016-2024 of June 24, 2024, the General Directorate of Taxation and the Costa Rican Institute on Drugs once again modified the period within which obligated subjects must comply with the ordinary declaration of the Transparency and Final Beneficiaries Registry for the year 2024. On this occasion, the declaration must be sent in the period between October 1 and 31 , both inclusive, replacing the obligation to do so in the month of July, as previously established.

2.Expansion of Obligated Subjects 

The following are incorporated as new subjects obliged to provide information: 

• State-owned public enterprises 
• Non-state public enterprises 
• Non-state public entities. 

The above, as long as said subjects have participation of private individuals or legal entities in their share capital. 

3. Powers for filing declarations 

The possibility for special representatives of the subjects of obligations to present the declarations is eliminated and, in exceptional and justified cases, their general representatives may do so. This regulation is currently suspended, by virtue of the fact that, on April 19, 2024, the Administrative Litigation Court accepted a request for a Provisional Preliminary Measure presented by the Bar Association of Costa Rica against the State, ordering the provisional suspension of the third paragraph of article 5 of the new Regulation. By virtue of this, the ordinary declaration of this year may be presented, as in previous years, by a special representative, unless the Court decides otherwise before the month of July. 

4. Verification and Validation of Information 

The obligation of the person responsible for supplying information is established to verify and validate the veracity of all information provided to the RTBF. In addition, the necessary actions must be taken to fully identify the final beneficiaries. This is done by carrying out the necessary due diligence acts to obtain the information that identifies the shareholding structure and the identity of the participants of the obliged subject, as well as maintaining the relevant supporting documentation that supports said declaration. 

5. Document Conservation 

The information, records and documents supporting the due diligence carried out by the responsible party must be kept and be immediately available, accurate and updated to attend to any audit and supervision processes carried out, for a period of 5 years from the date on which the last declaration is registered and sent. 

6.Determination of Final Beneficiaries 

Detailed provisions are established on the determination of the ultimate beneficiaries of legal entities and other subjects required to report information. Being classified by this Registry, as ultimate beneficiaries those who have direct or indirect control in the share capital, majority voting rights, the capacity to appoint or remove management bodies, or control over the legal entity by any mechanism. In the absence of identification, the ultimate beneficiary will be a director or senior representative. Except for the above, in the case of trusts, in which the ultimate beneficiaries are all the parties involved, that is, the settlor, the trustee and the fiduciary, and for non-profit organizations, they are the people with director or managerial positions. 

7. Required information on final beneficiaries 

The obligated party must declare the personal information that allows the identification of its final beneficiaries and/or legal structures that form part of its shareholding chain and, as long as they are foreign, until the final beneficiaries are identified. The omission of presenting information on any final beneficiary will result in the failure of the obligated party to present the Registry of Transparency and Final Beneficiaries.  

However, when the final beneficiaries of foreign legal entities cannot be identified after exhausting the regulatory actions, it will be presumed that the final beneficiary is the administrator in Costa Rica. The responsible party must declare under oath the actions taken and the limitations found, keeping this documentation for the General Directorate of Taxation and the Costa Rican Institute on Drugs. The sworn statement must include supporting documents, such as certifications from foreign authorities or any other certified document, which must be consularized or apostilled and, if necessary, translated. 

Frequently Asked Questions about RTBF 

What is RTBF? 

Answer: The RTBF is the Registry of Transparency and Final Beneficiaries, a tool that seeks to identify the natural persons who own or control legal entities in Costa Rica as final beneficiaries. This registry is managed by the Central Bank of Costa Rica. 

What is the purpose of RTBF? 

Answer: The main objective is to prevent and combat money laundering, terrorist financing and other illicit activities by providing transparency on the beneficial owners of legal entities. 

Who is required to file the RTBF declaration? 

Answer: All legal entities and legal structures domiciled in Costa Rica, including corporations, limited liability companies, and other legal forms, such as national and foreign trusts with activities in the country, non-profit organizations, third-party resource managers and now also state-owned public companies, non-state public companies and non-state public entities that have participation of private individuals or legal entities in their share capital, must file the RTBF declaration. 

How to file the RTBF return? 

Answer: The declaration is submitted digitally through the Central Directo technological platform of the Central Bank of Costa Rica, using a digital signature certificate. This may only be done by the registered legal representative and in exceptional and justified cases by a general attorney. Previously, it was allowed to submit said declaration through a special attorney, but the determination of whether the presentation can be made with a special power or not is pending. However, for the moment it will be allowed for the declaration of July 2024, by virtue of the Provisional Precautionary Measure presented by the College of Lawyers of Costa Rica to the Administrative Litigation Court, as long as it does not rule differently before said period. 

What information should the RTBF declaration include? 

Answer: The declaration must include detailed information on the ultimate beneficiaries of the entity, that is, the natural persons who directly or indirectly own or control a significant percentage of the share capital or voting rights. Likewise, in the case of having a shareholding structure with foreign legal entities, the information on these legal structures must be detailed, as well as determining their share capital and shareholding chain, until the ultimate beneficiaries are identified.  

What is the frequency of the RTBF declaration? 

Answer: The declaration must be submitted on an ordinary basis once a year and usually in April, unless the deadline is extended or extended. Likewise, it must be submitted on an extraordinary basis when necessary and at any time, every time there is a change in control or participation in the direct shareholders or final beneficiaries, which equals or exceeds 15%. 

What happens if the RTBF declaration is not filed? 

Answer: Failure to file the declaration may result in administrative and financial penalties, in addition to the possibility that the entity may be disqualified from carrying out certain legal and financial procedures, since this will paralyze the entity’s operation before the National Registry of Costa Rica. Within these financial penalties, the obligated subject who fails to file the RTBF declaration will be fined 2% of gross income from income tax, which has a minimum of 3 base salaries and can reach a maximum of 100 base salaries.  

What security measures are implemented to protect RTBF information? 

Answer: The information in the RTBF is protected by technological and legal security measures, guaranteeing the confidentiality and proper use of the data provided. Likewise, the Regulation establishes and orders officials who have access to the information in the RTBF to maintain the confidentiality of the information during their relationship with this registry and even after it has ended. Failure to comply with this duty will be considered a fault and will be sanctioned as provided in the internal regulations of the respective institution. 

Who can access RTBF information? 

Answer: Only competent authorities, such as the General Superintendence of Financial Entities (SUGEF), the Ministry of Finance and other regulatory entities, can access RTBF information for supervision and control purposes. 

What is a beneficial owner? 

Answer: A beneficial owner is a natural person who owns or controls, directly or indirectly, a significant percentage of the share capital, voting rights and ownership, control or benefit of a legal entity or legal arrangement, and who exercises ultimate ownership and effective control over these entities. 

What documents are needed to complete the RTBF declaration? 

Answer: The identity card or passport of the final beneficiaries is required, as well as information on the ownership structure of the entity. Likewise, if there are foreign entities within the shareholding structure, it is required to have supporting documentation that can prove the existence and validity of these entities in their respective jurisdiction. 

What happens if incorrect information is declared in the RTBF? 

Answer: Reporting incorrect information may result in penalties and the obligation to correct the information within a period established by the authorities. 

How do I correct RTBF information if there are errors? 

Answer: Corrections must be made through the same technological platform of the Central Directo of the Central Bank of Costa Rica, through a corrective declaration that must be made by the person responsible, following the procedure indicated for modifications and updates. 

What happens if a legal entity has no identifiable beneficial owners? 

Answer: In this case, the individuals who hold senior management positions in the entity, such as members of the Board of Directors, must be declared, provided that there is the corresponding supporting documentation that supports and justifies the impossibility of declaring the final beneficiaries.  

Is professional assistance required to complete the RTBF return? 

Answer: It is not mandatory, but it may be advisable to seek professional assistance, such as that of a lawyer or accountant, to ensure proper compliance with the declaration obligations, given that the Central Directo platform is constantly changing and requests essential personal information that may be convenient to obtain prior to the declaration. 

Adriana Castro
Partner
Costa Rica
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Elena Foltrán
Associate
Costa Rica
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