Fees and Responsibilities When Owning a Corporation in Costa Rica

Most property owners in Costa Rica elect to hold their property in a Costa Rica corporation or LLC.  When you are making your purchase it is important to consult with your attorney as to your goals so you can go over whether it might be best for you to hold in your name or a corporation.  If you proceed to set up a corporation it is important to understand the annual responsibilities.  Many times foreigners can lose track or forget so we reached out with one of our recommended attorneys to provide an overview of annual fees and filings.  Please note that some of the legal costs can vary depending on who you choose to work with to assist with filings. 

If you are a member of a Costa Rican company or corporation, the following information is relevant for you.

Through different laws and regulations, it has been established that all Costa Rican companies and corporations, without exception, must comply with the following obligations:

1. PAYMENT OF THE TAX ON LEGAL PERSONS: Law 9428 establishes that this tax must be paid annually and the amount to be paid will depend on whether the company is active or inactive and, in case of being active, how much was the gross income in the previous year. The amount can range from US$115 to US$400 approximately (depending on exchange rate). The payment can be made through the different banks in the country and the lack of payment for three consecutive periods results in the dissolution of the company. Likewise, the non-payment prevents certain transactions with the company, as well as the impossibility for the National Registry to issue documents such as Literals Certifications. Late interests are accrued upon January 31st.
2. PAYMENT OF THE EDUCATION AND CULTURE STAMP: Law 9624 declares the obligation to pay this tax to contribute to the Strengthening of the National System of Musical Education. Like the previous tax, this is paid annually and the amount to be paid will depend on the capital stock of the company. The cost of this tax can range from US$10 to US$35 approximately (depending on   exchange rate), and non-payment of this tax will result in the accrual of interests.

Our assistance for the payment of both taxes carries a fee of US$60.

In case you additionally own a property, it is important to keep in mind that the Municipal Taxes must be paid. This is due every quarter. However, this can be paid annually. The amount to be paid will depend on the declared value of your property. Failure to pay may result in your property being mortgaged by the corresponding Municipality and subsequently auctioned. Our assistance to make the payment of this tax has a cost of USD$100.

1. TRANSPARENCY REGISTRATION AND DECLARATION OF FINAL BENEFICIARIES (RTBF): This declaration is also annual and is established by Law 9416. It consists of declaring before the Central Bank of Costa Rica the shareholding or Partners composition of your company, detailing who the owners are and how much percentage of the capital stock they own. Failure to comply with this declaration may result in the imposition of fines of up to US$ 2,500.00 USD approx. 

To assist our clients with this declaration and following the new guidelines established on February 13^th, 2024, it is necessary that we be granted a Full Power of Attorney by the Company. The Full Powers of Attorney have the peculiarity that to be effective, it must be registered before the National Registry, but once is registered it can be used multiple times for the same purpose for which it was granted. Any registration before the National Registry implies the payment of a stamp tax that has been previously fixed by the Government. Given this, the fees for the first time we assist our clients with this obligation are as follows:

• Declaration before the Central Bank: $USD 150+ V.A.T.
• Fees for the preparation of the Power of Attorney: $USD 250+ V.A.T.
• The governmental stamping fee: $USD 100.

Therefore, the total cost of the first RTBF will be $USD 552 V.A.T. included.

If your company is inactive, meaning it does not carry out any lucrative activity, in addition to being obliged to carry out the above-mentioned, you must make the INFORMATIVE DECLARATION OF INACTIVE COMPANIES. This declaration must be made before the General Directorate of Taxation of the Ministry of Finance and its non-compliance can also carry a fine of up to US$ 2,500.00 USD approx. It is important that you have the following information in mind:

• Previously the company must be registered before the Tax Office and had what is known as NITE, which is the Special Tax Identification Number. In case you do not have this number, we can help you to obtain it. A Special Power of Attorney granted directly by one of the legal representatives will be required for this purpose. This power of attorney cannot be signed electronically, so if you are in Costa Rica, we must coordinate a meeting to sign the power of attorney. In case you are abroad, the power of attorney must be notarized by a Notary Public of your country and send us the original document duly apostilled.
• If the company already has NITE but you do not have access to the Tax Office portal, it is also necessary to grant us power of attorney to enter the Declaration of Inactive Companies.

Our fee to assist you with this declaration this year will be as follows:

• Inactive Company Declaration: US$ 100.00 + VAT per company.
• Special Power of Attorney for any procedure related to NITE US$ 350.00 +VAT per company.

This was written and provided by 

Lic. Adrian Echeverria Escalante, a partner at RE&B Abogados

For questions or more assistance with his firm, please contact him here