As you know, with the approval of law #9416 and its regulations, you must proceed with the mandatory disclosure for corporations and legal entities, submitting the requested records to the Central Bank of Costa Rica (BCCR). Scheduled of submission deadlines for the corporations for this first submission:
To obtain a digital signature card, “firma digital”, interested parties must make an appointment at any of the offices that issue these certificates, authorized by the Central Bank of Costa Rica. Information on the cost, opening hours, geographical location and telephone numbers are available in the Services section, Digital Signature, of the Central Bank’s website, see the following link:
https://www.bccr.fi.cr/seccion-firma-digital/firma-digital/oficinas-de-registro
However, the “Firma Digital” is only available for Costa Rican citizens or legal residents with a valid DIMEX, residency ID. If you are the legal representative and you cannot obtain the “Firma Digital”, you must opt for: Granting a Power of Attorney (POA) to a third party that you trust that has or can obtain the “Firma Digital” to do the registration on behalf your corporation. The POA needs to be executed as “public deed” (poder otorgado en escritura publica) before a CR Notary Public, with all the formalities.
Once the issue of the “Firma Digital” is resolved, then it will follow to register the legal representative or POA holder into the database:
https://www.centraldirecto.fi.cr
As soon as the legal representative or POA holder is duly registered, following the instructions provided in the indicated website, they can fill out the registration form disclosing the information about the corporation and its shareholders.
If the CR corporation(s) ownership is under or held by a foreign Corporation or a Trust, according to the law, it will be required to provide the following documentation to comply with the disclosure:
- Articles of incorporation or
- Trust agreement
The documents must be a certificated copy and must be duly apostilled*.
The non-compliance with the law will carry hefty fines.
On 2020 and on, the mandatory disclosure submission will be within the month of April, as well as, when it is any corporate ownership transfer that represents 15% or more of the capital stock.
Therefore, seeking proper legal advice is highly advisable to avoid big fines and penalties.
*What is an APOSTILLE? In March of 2011, Costa Rica joined The Hague Convention on the Apostille, through which public documents are recognized in any signatory country to the convention. Apostilles can only be issued for documents issued in a country that is a signatory of the Apostille Convention and that is to be used in another country that is also a signatory. If the public document was issued or is to be used in a country where the Apostille Convention does not apply, you should contact the Embassy or a Consulate of the country where you intend to use the document in order to find out what your options are.
