What is the Registry of Transparency and Final Beneficiaries in Costa Rica?
Costa Rica presents a promising environment for foreign investors, with opportunities in tourism, agriculture, technology, and real estate. The country’s stable economy, eco-friendly policies, and tax incentives make it an appealing choice for entrepreneurs. However, starting a business in Costa Rica also involves meeting regulatory requirements, including the Registro of Transparency and Final Beneficiaries. (RTBF), a declaration that discloses the final beneficiaries of a business to the Central Bank of Costa Rica. This guide provides an overview of business opportunities, setup steps, and essential RTBF compliance requirements.
Costa Rica mandates that all registered entities, including corporations, comply with the Registro de Transparencia y Beneficiarios Finales (RTBF). This system, managed by the Central Bank of Costa Rica, requires companies to disclose detailed information about their shareholders, beneficial owners, and capital structure. The aim is to combat fraud, money laundering, and terrorist financing. Non-compliance with this obligation can result in significant penalties, including fines proportional to the company’s revenue and restrictions on obtaining legal certifications.
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.
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.