Registration of Final Beneficiaries (RTBF)

REGISTRATION OF FINAL BENEFICIARIES (RTBF)

ALL YOU NEED TO KNOW

In the wake of global initiatives to enhance corporate transparency and combat financial wrongdoing and money laundering, Costa Rica enacted Law No. 9416—Ley para Mejorar la Lucha Contra el Fraude Fiscal—which imposes stringent obligations on all domestic and foreign-owned corporate vehicles. Central among these obligations is the annual Registro de Transparencia y Beneficiarios Finales (RTBF), or Registration of Final Beneficiaries. This blog provides a comprehensive overview of the RTBF requirement, examines the formalities and potential pitfalls, and explains how LandCo’s KEEPUP Service can assist foreign investors and resident corporations in remaining compliant.

1. Legal Foundation: Law No. 9416

Law No. 9416, published in La Gaceta on May 2, 2020, amended multiple statutes to bolster Costa Rica’s defenses against tax evasion and financial crime. Chapter II, Article 5 establishes the RTBF:

“All corporate structures such as Sociedades Anónimas (SA) or Sociedades de Responsabilidad Limitada (SRL), must be registered before the Registro de Transparencia y Beneficiarios Finales, that has been created for this matter. This is a Registry in which they will request the information of who the owners of the shares of a corporation are as well as the share distribution percentage.”

This obligation extends to all domestic and foreign-incorporated corporate structures, regardless of whether they conduct substantive business operations in Costa Rica.

2. Annual Filing Window

The RTBF must be submitted annually between April 1 and April 30. Late or absent filings trigger:

• Monetary fines: between 3 and 100 base salaries (approximately ₡1.6 million to ₡53 million CRC).
• Corporate sanctions: inability to obtain public certifications from the Public Registry, and blockage on registering any document in which the corporation is a party.

Timely compliance is therefore critical to maintain corporate good standing and preserve access to banking and governmental services.

3. Responsible Party: Signing Authority

The person legally obligated to file the RTBF is the corporation’s signing authority, defined as:

• President (for S.A.)
• Manager (for S.R.L.)

This individual must hold a valid firma digital (digital signature), issued by an authorized Costa Rican entity (typically a bank or accredited provider). Under Costa Rican law, digital signatures are only available to:

• Costa Rican citizens, or
• Permanent residents with DIMEX card.

Foreign nationals without residency cannot directly obtain a firma digital, creating a compliance barrier for many international investors.

4. Overcoming the Digital Signature Barrier

Foreign-owned corporations lacking a Costa Rican signing authority may:

1. Appoint a resident representative via a Special Power of Attorney specifically empowering them to file the RTBF.
2. Engage a professional services firm to serve as attorney-in-fact solely for this procedure.

At LandCo, our KEEPUP Service offers:

• Drafting and execution of the Special Power of Attorney.
• Coordination with an accredited provider to obtain the firma digital.
• Preparation and electronic submission of the RTBF within the statutory window.
• Ongoing reminders and annual renewals to prevent lapse.

For additional information on our KEEPUP Service, please visit LandCo KEEPUP Service or contact us.

5. Practical Checklist for RTBF Compliance

1. Identify the signing authority (President or Manager).
2. Verify possession of a valid firma digital.
   • If unavailable, prepare a Special Power of Attorney.
3. Compile beneficiary data:
   • Names, nationalities, address, identification numbers.
   • Percentage of shareholding for each.
4. Submit the registration online between April 1–30.
5. Retain confirmation and file internally with corporate records.

Failure at any step exposes the corporation to fines and administrative complications, including inability to register mortgages, vestings, or other corporate documents in the Public Registry—potentially stalling real estate closings or financing.

6. Intersection with Other Corporate Obligations

Proper beneficiary registration dovetails with anti-money laundering (AML) and know-your-customer (KYC) requirements imposed by:

• The Superintendencia General de Entidades Financieras (SUGEF).
• The Unidad de Inteligencia Financiera (UIF) for cross-border financing.