The April filing period for the 2025 Registry of Transparency and Final Beneficiaries (RTBF) has officially closed, and Costa Rican authorities are now shifting focus to the thousands of companies that failed to comply. While timely and accurate filing was mandatory to avoid repercussions, entities now find themselves delinquent and facing immediate and significant financial and administrative sanctions.
Recent data from the Costa Rican Drug Institute (ICD) highlights the scale of compliance, with 242,036 legal entities having submitted their declarations. However, a staggering 33,305 companies missed the deadline, placing them in a precarious position. This annual declaration, required under Law 9416, the "Law to Improve the Fight Against Tax Fraud," is a critical tool for the government to expose the ultimate owners of corporate structures and combat illicit financial activities. An additional 76,819 corporations are in the process of dissolution and were not counted in this tally.
The High Cost of Non-Compliance is Now a Reality
For the companies that failed to file, the severe penalties are no longer a future threat but a current reality. The fines are substantial, calculated as a percentage of a company's gross income from the previous fiscal year and indexed to the official base salary.
With the 2025 base monthly salary set at ₡462,200 colones, the penalty for non-compliance is 2% of the prior year's gross income. This results in a fine within the following range:
- Minimum Fine: ₡1,386,600 (approximately $2,600 USD)
Maximum Fine: ₡46,220,000 (approximately $87,000 USD)
Beyond these hefty fines, delinquent companies are subject to crippling administrative sanctions. The National Registry is now barred from issuing certificates of legal standing (personerías) or registering any new documents for non-compliant entities. This action can effectively freeze a company's operations, preventing it from selling assets, securing loans, or conducting other essential business transactions.
What Delinquent Filers Must Do
For the more than 33,000 delinquent companies, immediate action is required. While the official deadline has passed, filing the declaration late is the only way to mitigate the ongoing consequences. The first step is to complete the filing on the Central Bank's "Central Directo" portal as soon as possible. Be aware that filing late does not erase the accrued penalties, but it is a necessary step to regain good standing.
The process remains a challenge for foreign owners, as a digital signature certificate (firma digital) is mandatory. Foreign corporate officers who are not residents or citizens typically cannot obtain this certificate. The only solution is to grant a special power of attorney (poder especial) to a trusted third party in Costa Rica, such as a lawyer or accountant, who possesses a digital signature. This process adds cost and requires careful legal oversight to ensure the power of attorney is correctly prepared and registered for this specific purpose.
Information That Was Required
The RTBF declaration requires a complete and transparent breakdown of the company's ownership structure, identifying all ultimate beneficial owners. The required data included:
- Full name, identification number, and contact details for every shareholder.
- The precise percentage of shares each owner holds.
- A clear line of ownership through any corporate intermediaries to identify the final individual beneficiaries.
Consequences Are in Effect: No More Extensions
The initial years of Law 9416 were marked by grace periods and extensions. That era is over. The government's current policy emphasizes strict enforcement of the established deadlines. Corporate representatives who failed to file should not expect any leniency.
The consequences for the thousands of non-compliant entities are now active and accumulating. All legal entities, including active corporations (Sociedades Anónimas), limited liability companies (Sociedades de Responsabilidad Limitada), and even inactive companies, are subject to these rules. For those who have missed the deadline, the priority must be to file immediately and consult with a legal professional to navigate the penalty process and restore the company to good standing.
This article is an update to a topic first explored by Garland M. Baker B. in A.M. Costa Rica on April 6, 2020. The information provided is for informational purposes and does not constitute legal or financial advice. Consult a qualified Costa Rican professional for your specific situation. ©2004-2025 Costa Rica Expertise. Free use permitted with attribution (CC BY 4.0). 1200406 ZZ!
