Countries › Costa Rica › Guide › 4. Entities and setup › Beneficial ownership in Costa Rica: the Registro de Transparencia y Beneficiarios Finales (RTBF) at the Central Bank, the 15% threshold, the April filing and the 2% of gross income penalty

Beneficial ownership in Costa Rica: the Registro de Transparencia y Beneficiarios Finales (RTBF) at the Central Bank, the 15% threshold, the April filing and the 2% of gross income penalty

Last verified: 2026-10-29 · Status: Changing

Every legal person with a cédula jurídica, plus private trusts, third party fund managers and many non profits, must declare its shareholders and beneficial owners to the Registro de Transparencia y Beneficiarios Finales run by the Banco Central de Costa Rica. The ordinary return is filed every April and within 20 business days of incorporation, and an extraordinary return within 15 business days when someone reaches 15% or capital changes. The register is confidential, open only to the tax administration and the drug and financial intelligence institute, but missing a filing costs 2% of gross income (minimum three, maximum one hundred salarios base) and blocks registry certifications.

USD figures use the Banco Central de Costa Rica reference selling rate of ₡454.82 per US dollar published for 29 October 2026 (indicator 318 on bccr.fi.cr), rounded to the cent.

Key facts

Substantial holding that must be declared	15 %Decreto 44390-H art. 2; Ley 9416 art. 5, as of 2026-10-29 · in force
Who keeps the beneficial ownership register	Banco Central de Costa Rica (RTBF) Ley 9416 art. 5 and art. 8, as of 2026-10-29 · in force
Ordinary annual RTBF filing month	April MH-DGT-RES-0020-2024 art. 8(a), as of 2026-10-29 · in force
First RTBF return after registration	20 business daysMH-DGT-RES-0020-2024 art. 8(b), as of 2026-10-29 · in force
Extraordinary RTBF return after a 15% holding, capital increase or control change	15 business daysMH-DGT-RES-0020-2024 art. 11, as of 2026-10-29 · in force
Fine for not filing, share of prior year gross income	2 %CNPT art. 84 bis, as of 2026-10-29 · in force
Minimum fine for not filing (3 salarios base, 2026)	1386600 CRCCNPT art. 84 bis; Circular 246-2025, as of 2026-01-01 · in force
Maximum fine for not filing (100 salarios base, 2026)	46220000 CRCCNPT art. 84 bis; Circular 246-2025, as of 2026-01-01 · in force
Public access to the register	No; access limited to Hacienda and the Instituto Costarricense sobre Drogas Ley 9416 art. 8 and art. 9, as of 2026-10-29 · in force

The rule

1. Legal persons and legal structures domiciled in Costa Rica must, through their legal representative, give the Banco Central de Costa Rica the register of shareholders and beneficial owners with a substantial holding. A beneficial owner is the natural person who exercises substantial influence or control, directly or indirectly, through a majority of voting rights, the right to appoint or remove most of the management bodies, or control under the articles. When the substantial holding belongs to foreign entities and the beneficial owner cannot be identified after exhausting all means and without grounds for suspicion, the administrator is presumed to be the beneficial owner. Substantial holding is set by Hacienda within a 15% to 25% range. The filing is annual, and also when a shareholder reaches the threshold (art. 5).Ley 9416, Ley para Mejorar la Lucha contra el Fraude Fiscal, art. 5, 2016-12-14 official text · verified 2026-10-29

2. Private trusts must report the object, settlor, trustee and beneficiaries; third party fund managers report the art. 7 information; and non profits that raise or disburse funds for charitable, religious, cultural, educational, social or fraternal purposes must also report their purpose, board and management, income and expenses, and donors and recipients down to the natural person for amounts of one salario base or more (art. 6). Only the identity of all shareholders or holders of substantial interests, the beneficial owners and the shareholding structure is requested; companies owned by foreign entities must report and update the ownership of those entities, and must report all shares in every case when the foreign owner is in a country that allows bearer shares. Listed companies are excluded (art. 7).Ley 9416, art. 6 and art. 7, 2016-12-14 official text · verified 2026-10-29

3. The information is not covered by bank secrecy but is confidential under the tax code. The Central Bank keeps it in a secure database with audit trails and grants access only to the Ministerio de Hacienda and the Instituto Costarricense sobre Drogas, on formal requests that meet the requirements of art. 10 (art. 8 to art. 10). Beneficial owners may check whether data about them exists and request correction (art. 12).Ley 9416, art. 8 to art. 10 and art. 12, 2016-12-14 official text · verified 2026-10-29

4. The tax administration fines a person obliged to file who fails to supply the information 2% of the gross income of the legal person or structure in the income tax period before the breach, with a minimum of three and a maximum of one hundred salarios base. It must first warn the taxpayer and give three business days to comply, extendable once on a reasoned request. If the breach continues, the Registro Nacional may not issue legal standing certifications or register documents in favor of the defaulter, and notaries must state the breach in the documents they issue (CNPT art. 84 bis, applied by Ley 9416 art. 13).
Example: With the 2026 salario base of ₡462,200, the fine ranges from ₡1,386,600 to ₡46,220,000. A company with prior year gross income of ₡100,000,000 faces 2%, or ₡2,000,000; one with ₡20,000,000 of income faces the ₡1,386,600 minimum because 2% (₡400,000) is below it. / Range about US$3,048.68 to US$101,622.62; ₡2,000,000 is about US$4,397.34.Ley 4755, Código de Normas y Procedimientos Tributarios, art. 84 bis as amended by Ley 9416 art. 16, art. 84 bis, 2016-12-14 official text · verified 2026-10-29

5. Decreto 44390-H, which replaced Decreto 41040-H, sets substantial holding at 15% or more of the distributed capital (art. 2). Obliged persons include every legal person registered in the Registro Nacional or holding a cédula jurídica number, private trusts including foreign trusts active in Costa Rica, third party fund managers, non profits and their foreign branches, and public enterprises with private capital (art. 3). Excluded are listed companies, public trusts, supervised financial entities as to their clients, the State and its institutions, wholly state owned enterprises, and bodies such as community development associations, ASADAS, unions, condominiums, political parties and investment funds (art. 4). The filer is the legal representative, who needs a valid digital signature certificate (art. 5).Decreto Ejecutivo 44390-H, Reglamento del Registro de Transparencia y Beneficiarios Finales, art. 2 to art. 5, 2024-02-13 official text · verified 2026-10-29

6. Beneficial owners of a legal person are the natural persons with a substantial holding through direct or indirect control, or a majority of votes; those who exercise influence or control by other means (appointing or removing most of the management, control under the articles, or any other mechanism); and, only as a last resort, the person with the top management position or representation (art. 9). The filer must carry out due diligence, keep supporting records for five years after the last filing, ask foreign corporate holders to identify or update their beneficial owners before paying dividends or letting them vote (art. 7 and art. 9), and supply the beneficial owners of foreign entities with a substantial holding (art. 13). If that proves impossible, the administrator in Costa Rica of the foreign entity is presumed to be the beneficial owner, and the filer must make a sworn statement of the steps taken, attaching evidence such as a certificate from the foreign register or another document with public faith, apostilled or legalized and translated (art. 14).Decreto Ejecutivo 44390-H, art. 7, art. 9, art. 13 and art. 14, 2024-02-13 official text · verified 2026-10-29

7. The ordinary return is filed every April; a newly registered, newly assigned or reinstated entity files within 20 business days (or by the end of April if more favorable when the event falls in April); a transformation or a merger creating a new cédula triggers a new ordinary return within 20 business days. Entities formed between January and the April filing period file within 20 business days and then every April. Missing past years must be filed oldest first, including years when a company was dissolved for unpaid tax on legal entities and later reinstated. An extraordinary return is due within 15 business days of the entry in the books or contract when a holder reaches 15% of capital, capital is increased, or beneficial ownership changes by other means. Each ordinary and extraordinary return may be corrected once (art. 8 to art. 12).Resolución conjunta MH-DGT-RES-0020-2024 / DG-336-2024 of the Dirección General de Tributación and the Instituto Costarricense sobre Drogas, art. 8 to art. 12, 2024-09-17 official text · verified 2026-10-29 · changed: This joint resolution of 17 September 2024 replaced the earlier joint resolution; a provisional injunction of the Tribunal Contencioso Administrativo of 19 April 2024 suspended the third paragraph of art. 5 of Decreto 44390-H, so the resolution includes a transitional rule allowing general, special and generalísimo powers to file. A 2 May 2025 amending resolution moved the 2025 ordinary filing deadline once for non profits waiting for registration of their new officers.

Return	Trigger	Deadline
Ordinary, annual	Every year	During April
Ordinary, new entity	Registration, assignment of cédula jurídica or reinstatement	20 business days (or April if more favorable)
Ordinary, restructuring	Transformation or merger creating a new cédula	20 business days after registration
Extraordinary	Holder reaches 15%, capital increase, change of control by other means	15 business days after the entry or agreement
Correction	Error in a filed return	Once per ordinary and once per extraordinary return

RTBF returns and deadlines (MH-DGT-RES-0020-2024).

Worked example

A Costa Rican S.A. is 100% owned by a Delaware company, itself 60% owned by one individual and 40% by another. Both individuals exceed 15% indirectly and must be declared with the chain of ownership; if the Delaware company's owners cannot be identified after documented diligence, the administrator in Costa Rica of that foreign entity is presumed to be the beneficial owner and a sworn statement with evidence is attached (Decreto 44390-H art. 13 and art. 14).

Step by step

Map the full ownership chain to natural persons and list anyone with 15% or more, or control by other means.
Obtain a Costa Rican digital signature certificate for the legal representative (Decreto 44390-H art. 5).
Collect identification and supporting documents for foreign holders, apostilled and translated as needed, and keep them for five years.
File the first return within 20 business days of registration, then every April, and file an extraordinary return within 15 business days of any qualifying change.
Before paying dividends or letting a foreign corporate holder vote, confirm its beneficial owner data is current (Decreto 44390-H art. 9).

Common traps

The legal representative must hold a Costa Rican digital signature, which a non resident director may not have; plan who will file well before April.
Filings in a chain depend on each other: if a linked Costa Rican entity in the chain has not filed, the beneficial owner cannot be determined and the declarant is treated as non compliant (Decreto 44390-H art. 8).
Being on the non compliance list blocks certifications of legal standing and registrations at the Registro Nacional, which can stall a sale, a bank account or a property deal (CNPT art. 84 bis; Decreto 44390-H art. 26).
Reinstated companies must file the years they spent dissolved (MH-DGT-RES-0020-2024 art. 10) and do so within two months of reinstatement (Ley 9428 art. 7 bis).

Sources

← Branch of a foreign company in Costa Rica: the apoderado generalísimo, the power of attorney deed, registration in the Registro Mercantil and moving a foreign company's seat to Costa RicaImpuesto a las personas jurídicas in Costa Rica: the yearly tax every company, E.I.R.L. and branch pays in January, from ₡69,330 to ₡231,100 in 2026 →

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