In a Costa Rican corporation the only publicly recorded document that disclosed the name of the shareholders was the original articles of incorporation.

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Once the original shareholders transferred their shares to third parties the only place that information was recorded would be in the internal shareholder logbook of the corporation, which is not a public document.

An executive regulation being analyzed by the Ministry of the Treasury could soon change that procedure since the Treasury wants to keep taps on the shareholders of all corporations to monitor when ownership of a corporation changes.

The reason behind this is to expand the Tax Departments database so it can have more information about taxpayers.

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The proposed regulation would create a national shareholder database called the Corporation Shareholder Registry (Registro de Accionistas de Sociedades) and it would be administered and managed by the Costa Rica Department of Revenue.

When it is implemented the regulation would require every Corporation registered in Costa Rica to disclose the shareholders of the corporation by providing (1) Name of the shareholder (2) Identification number of the shareholder (3) Number of shares owned by the shareholder and face value (4) Date of purchase of the shares (5) percentage of ownership of each shareholder in the corporation.

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Once the database is created then it will be the legal obligation of each corporation to report to the tax department any changes in the ownership of the corporation.

Part of the justification for this regulation is that Costa Rica currently taxes the indirect transfer / sale of corporations that own real estate. Without having public information about the shareholders of the corporation it is difficult for the tax department to determine when a change in a corporation is due to the indirect sale of a property.

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Written and copyright by Attorney at Law – Roger A. Petersen. Roger has been an attorney since 1992 and is a member of both the Costa Rican and Florida Bar. He practices law in San José, Costa Rica and is the author of the best-selling book The Legal Guide To Costa Rica which you can order from Barnes & Noble here or from here. Attorney Petersen’s website can be found at Petersen & Philps Law Offices.

To speak with Attorney Roger Petersen and Attorney Rick Philps and about hiring them as your Costa Rica attorneys, please contact them using the information below:

Lic. Roger A. Petersen and Lic. Rick Philps – Attorneys at Law

Escazu, San José, Costa Rica

Tel: 506-2288-2189 Ext. 101 or 2288-6228 Ext. 101

You can email Attorney Roger Petersen by clicking here.

You can visit the Petersen and Philps Law Offices Website here.

You can visit the CostaRicaLaw website here.

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