The shareholder registry

Law 9416 against Tax Fraud created a “shareholder registry” in the Central Bank of Costa Rica. On June 12, the Ministry of Finance published on its web page the draft regulation, which is worth studying in some detail. Not only corporations are obliged to provide information, but also “other legal structures” not defined either in the law or in the regulation, administrators of third party resources, non-profit organizations and private trusts, including those created by financial entities. This obligation must be complied with by the legal representative or the trustee, who must necessarily have a digital signature. Those listed on the stock exchange; public trusts; entities supervised by Sugef, Sugeval or Supen; the three powers of the Republic; the Supreme Electoral Tribunal; decentralized, autonomous or semi-autonomous public entities; education boards; municipalities, Asadas and community development associations are not obliged to comply with this obligation. Sanction In case of non-compliance, the sanction is a fine of 2% of the gross income tax revenue of the taxpayer for the immediately preceding tax period, with a minimum of 3 and a maximum of 100 base salaries. Additionally, two non-pecuniary sanctions: to appear in the public list of defaulters, and the impossibility to register documents in the Public Registry. The objective is to identify the “beneficial or beneficial owner”, which is defined as an individual who exercises substantive influence or direct or indirect control over the person or legal structure by holding the majority of the voting rights, having the right to appoint or dismiss the majority of the governing bodies, and control may be exercised through a chain of title or other means. Substantive shareholding” is defined as a shareholding equal to or exceeding 15% of the capital.