Do You Own a Company in Costa Rica? A Practical Guide to Annual Corporate Obligations
But once a company is registered, it should not be treated as something that simply stays dormant in the background, as this comes with ongoing legal and tax obligations that must be reviewed each year.
This is where many foreign owners get caught off guard. A company that appears inactive still must comply with annual compliance duties and missed filings or unpaid taxes can lead to penalties, administrative obstacles, or restrictions that affect the company’s legal standing, and possibly its assets.
The Annual Corporate Tax
One of the best-known obligations is the annual corporate tax (Impuesto a las Personas Jurídicas). The amount varies depending on the type of entity and whether it is inactive or carries out a business activity. If it is not paid on time, interest will accrue, and if it remains unpaid for three consecutive periods, the company may even face dissolution and liquidation proceedings.
Annual Shareholder Reporting
Costa Rican corporations must also comply with an annual report on the Central Bank´s platform of registered company shareholders, participants and beneficiaries (RTBF). The ordinary filing must be submitted each year during the month of April. A Costa Rican digital signature card is required to complete this filing and unfortunately this card can only be obtained by Costa Rican nationals or legal residents. For this reason, many foreigners choose to fulfill this filing with their authorized legal advisor via a general power of attorney.
For many foreign owners, this is one of the easiest obligations to overlook, especially when the company is only being used as a holding vehicle for property. However, noncompliance can lead to both monetary penalties and practical restrictions before the National Registry.
Inactive Companies Are Not Exempt
A common misconception is that a company with no employees, no office, and no active business has no real annual compliance burden. In practice, that is not true. Costa Rica currently requires inactive legal entities to file an annual informative return (D-272) with the tax authorities. This is especially relevant for companies used only to hold a home, lot, or investment property. Once again, noncompliance can lead to hefty fines and even possibly a lien registered to the corporation´s assets.
Income Tax and Other Tax Filings
If the company carries on business or generates taxable income in Costa Rica, it must also file income tax returns and comply with other tax-reporting duties, depending on its activity, tax profile, and registration status before the tax authorities.
Other Annual Payments May Also Apply
Registered corporations must also pay the annual Education and Culture stamp. While the amount itself is minor, it normally involves a trip to the bank, as online bank payments of this tax are no longer permitted, due to the recent implementation of the upgraded TRIBU tax platform.
Corporate Maintenance Still Matters
Beyond required filings, companies should also remain properly maintained from a corporate-law perspective. That may include keeping the legal books in order, documenting relevant shareholder or board decisions, maintaining a valid legal representation structure, and ensuring that the company’s registered information is current. These may seem like technical formalities, but they often become very important when the company needs to sell property, open or update a bank account, sign a contract, obtain financing, or respond to a due diligence request.
Do Not Forget the Registered Email Requirement
As of this year, Costa Rican corporations must also file with the National Registry to register a valid email address registered for legal notifications. Under current law, this has become part of the company’s formal legal compliance, and the Registry may reject future filings if that email is not properly recorded.
If you own a company in Costa Rica and are unsure whether it is fully compliant, the ECIJA team can help you review its annual obligations and identify any pending issues before they become a bigger problem.