Corporate Compliance in Costa Rica.
When incorporating a company in Costa Rica, one of the most important legal obligations is corporate compliance with the Registry of Transparency and Final Beneficiaries (RTBF). This system, managed by the Central Bank of Costa Rica, requires companies to disclose their ultimate beneficial owners each year. The RTBF is part of Costa Rica’s broader commitment to financial transparency, anti-money laundering (AML), and corporate accountability. It complements other compliance obligations, such as those introduced by Law 9699 on corporate criminal compliance. The end goal, is to ensure that both foreign investors and local companies operate with integrity and transparency.
RTBF COMPLIANCE: The Registro de Beneficiarios Finales:
The Registro de Beneficiarios Finales (RTBF) is a declaration to the Central Bank of Costa Rica that mandates businesses to disclose their final beneficiaries. This requirement is part of Costa Rica’s commitment to financial transparency and anti-money laundering measures. RTBF compliance is mandatory for all entities operating in Costa Rica. If you are planning on investing in Costa Rica, chances are you will want to create a corporation. If so the corporation will have to disclose the yearly RTBF. Here’s what foreign investors need to know:
What is RTBF?
The Registry of Transparency and Final Beneficiaries (RTBF) is a regulatory requirement that identifies a business entity’s owners or beneficiaries. This declaration helps the government establish possible tax fraud or money laundering.
Who Needs to File the Final Beneficiaries Declaration?
All legal entities operating in Costa Rica must file an annual RTBF declaration with the Central Bank. This includes corporations (S.A.), limited liability companies (S.R.L.), and other business structures. Even foreign-owned entities must comply.
Data Required for RTBF Compliance:
Companies must disclose information about shareholders and any individuals or entities holding significant ownership or control. This information includes names, identification numbers, and percentages of ownership.
How do you file the RTBF Declaration?
Businesses typically file their RTBF declarations digitally through the Central Bank of Costa Rica’s online platform. This system is secure and designed to protect the confidentiality of disclosed information, although access is available to government agencies for auditing purposes.
Non-Compliance Consequences:
Failure to comply with RTBF requirements can result in fines, restrictions on financial transactions, and potential legal issues. Non-compliance may also affect a business’s eligibility to operate within Costa Rica. Entities that fail to provide accurate information on their corporate transparency and beneficial ownership are subject to strict sanctions. These include financial penalties ranging from three to one hundred base salaries, suspension of their legal personhood certification, and notification of non-compliance in public documents issued by notaries. These measures underscore the importance of corporate accountability in Costa Rica’s legal framework.
Capital Contributions and Legal Protections
The Costa Rican Commercial Code allows capital contributions to take various forms, such as cash, movable or immovable property, intellectual property, or personal services. When property is contributed, the contributor must provide guarantees against defects or legal claims, ensuring the company’s interests are protected. These contributions are assessed and assigned a monetary value to maintain transparency and fairness among shareholders.
Corporate Compliance in Costa Rica: Law 9699.
In 2019, Costa Rica took a major step in the fight against corruption and organized crime by enacting Law 9699: Criminal Liability of Legal Entities for Domestic Bribery, Transnational Bribery and Other Crimes. For the first time, companies, associations, and other legal entities could be held criminally liable for acts of corruption, fraud, money laundering, and related offenses. This law represents a turning point: corporations are no longer immune from criminal sanctions.
Societas Delinquere Non Potest:
Traditionally, Costa Rican criminal law recognized only individual liability. Companies were subject to civil sanctions, but criminal prosecution was reserved for individuals. This principle — societas delinquere non potest (“a company cannot commit crimes”) — has long dominated Latin American and continental European criminal law. And I agree completely with this. Law 9699 is a step backwards.
However, globalization, multinational business structures, and Costa Rica’s commitments to the OECD and the United Nations Convention against Corruption pushed the legal system toward recognizing that corporations, are now liable to criminal prosecution themselves.
A closed circuit of criminal offenses:
Law 9699 introduces a closed catalogue of crimes (numerus clausus) for which legal entities may be held responsible, including:
Bribery and corruption offenses (cohecho, influence peddling, undue payments).
Fraud in public contracts (overpricing, falsification of goods/services received).
Peculado and malfeasance (misuse of public funds).
Falsification of accounting records.
Money laundering (Article 69 of Law 7786).
Corporate Compliance Programs: More than a Formality
One of the most significant features of Law 9699 is its compliance framework. Companies are expected to adopt internal models of prevention, management, and control designed to detect and prevent crimes. These programs must include:
Risk assessments of business activities.
Codes of ethics and conduct for employees and contractors.
Strict financial controls and external audits.
Rules for public procurement and dealings with government entities.
Training and awareness programs.
Internal disciplinary systems for violations.
A company that adopts an effective compliance program may reduce criminal liability. In practice, this means that compliance is not only a defensive legal tool but also a competitive advantage in an increasingly regulated environment.
Sanctions and risks to businesses:
The sanctions under Law 9699 are severe and sometimes disproportionate. Depending on the company’s size, fines can range from hundreds to thousands of base salaries, with possible penalties including:
Exclusion from public procurement processes.
Loss of state benefits and subsidies.
Suspension or cancellation of business permits.
Even judicial dissolution of the company (in cases where it was created solely to commit crimes).
These measures highlight the seriousness with which Costa Rica now treats corporate crime. For multinational investors and local businesses alike, ignoring compliance can mean not just financial loss but the end of the company itself.
Critical Perspective on Law 9699.
While the purpose of Law 9699 is to fight corruption and align Costa Rica with OECD and UN standards, several aspects raise legitimate concerns from a legal and constitutional point of view.
Conceptual Problem - "Societas Delinquere Non Potest"
Traditional criminal law rests on the principle of individual culpability. Transferring this model to legal entities, which lack will and conscience, creates a conceptual gap that undermines the coherence of criminal law.
Compliance Costs in Costa Rica:
The law’s requirements — such as appointing compliance officers, conducting external audits, and implementing sophisticated control systems — are extremely onerous for small and medium-sized businesses. For many companies, compliance could become economically unfeasible. It´s important to note, however, that corporate compliance in Costa Rica, under the law´s guidelines, is not a legal obligation. The corporations, are however, obligated by law, to comply with RTBF corporate compliance.
Disproportionate Penalties:
Fines amounting to thousands of base salaries, long-term exclusion from public procurement, or the loss of tax incentives risk being excessive in relation to the offenses. This raises serious issues of proportionality and fairness.
Judicial Dissolution as a "perpetual penalty":
Dissolving a company can act as a perpetual penalty. Such an extreme sanction resembles a “corporate life sentence” and may conflict with constitutional principles, making it open to legal challenges.
Tension with Constitutional Rights:
The law encourages companies to self-report and cooperate extensively with authorities, but this may conflict with the fundamental right against self-incrimination. How Costa Rica’s Constitutional Chamber interprets this tension will be critical.
In short, while Law 9699 represents progress in tackling corruption, it also imposes heavy burdens and introduces legal uncertainties. Businesses and their advisors must approach compliance carefully, balancing preventive measures with a clear understanding of constitutional safeguards.
RTBF compliance package:
Whether forming a new company or ensuring compliance with ongoing obligations, understanding these principles is essential for operating successfully in Costa Rica’s dynamic legal and business landscape. At CPG Legal, we will gladly help you with RTBF compliance. For a yearly amount, we will draft powers of attorney in order to fulfill the obligation.
Dr. Christopher Pirie Gil.