Many corporations in Costa Rica are for minimal use, such as, holding a property, a vehicle or other assets. These corporations have no real “business activity”, they generally don´t generate profits, they have no employees or bank accounts.
As government technology improves so does the probability that a person can find themselves facing stiff fines and penalties for lack of compliance of an important number of legal obligations related to these basic type companies.
It is important for corporation owners to maintain their corporate obligations. The key obligations of these types of companies can include the following.
Resident Agent
Corporations whose representatives live outside of the country need to have a resident agent in the corporation who must be a lawyer. The purpose of this person is to receive administrative and judicial notifications on behalf of the company precisely because the company representatives do not live in Costa Rica and therefore cannot be notified (Art. 18.13 Commercial Code).
Registry of Shareholders
This is one of the three legal books that every company must have and in this book the board of directors must register the true shareholders of the company. An important technical legal aspect is that this book is an actual registry and therefore is subject to all laws and legal principles of a registry.
Any changes to the distribution of shares must be recorded in this book and it is the document of record to prove who has the right to vote in that corporation which must be analyzed in conjunction with the share title itself which is the ideal way to prove who is a shareholder.
It is a subtle but important legal distinction especially if one person owns the title, but another person is registered as the shareholder. (Arts. 78, 120, 131, 137, 138, 140, 252, 253 and other of the Commercial Code).
Board of Director’s Book
It is the second legal book each corporation must have and it records all the meetings and decisions that the board of directors makes.
It is quite common for most corporations to ignore this book, but the board has specific legal duties and considering the increasingly complex tax issues, it is important to keep this book current with at least one meeting per year summarizing the corporation’s financial activities or the lack thereof.
Book for Shareholder’s Meetings
This is arguably the most important corporate book and is the means through which the shareholders can control the company. In basic companies it is normally used to change the corporate by-laws.
For example, the shareholders may wish to be able to hold their shareholders meetings in another country, other than Costa Rica, and this is something that would have to be done in that book.
This book should also be maintained with at least one shareholder meeting a year to record the company activity or lack thereof.
Corporate Tax
Each corporation must pay an annual corporate tax which in basic terms, for corporations that have no activity, will be less than 70,000 colones per year for 2022 (about $110.00 depending on the exchange rate). Corporations that do have business activity will pay the tax according to their economic results (Law No. 9428).
Corporation Income Tax
All corporations, even those that have no activity, must file an income tax return. There are two types of returns:
- For corporations that do have economic activity
- For corporations that have no economic activity
It would seem contradictory to file a tax return for a corporation that has no activity but this return only records assets and liabilities. This tax return is done through ATV which is the internet platform for Ministerio de Hacienda (CR Treasury). This basic NO ACTIVITY return is very simple.
Registration of Shares with the Central Bank
Each corporation must file an annual report with the Costa Rica Central Bank indicating the true and final owners (or beneficiaries) of the corporation stock, whether it is common or privileged stock. You must also file an immediate extraordinary report anytime a substantial portion of the stock is transferred.
These obligations are mainly for SOCIEDADES ANÓNIMAS, other types of corporations could have less requirements or those with special activities could be subject to special legal requirements, such as corporations that are publicly held or have certain government concessions.
About the Author
*** Lic. Jorge Montero B. is a bicultural lawyer born in New York City, educated in the U.S.A. and in Costa Rica. He holds various specialties and master’s degrees in Criminal, Commercial, Environmental and Agrarian Law from the University of Costa Rica and has over 30 years of litigation, contract and counsel experience. Email: acmbalaw@gmail.com; Tel: (506) 8384- 2246; Whatsapp: (506) 8384- 2246
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