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it has the majority of the voting rights and therefore voice and decision in the entity. “Substantive participation” is understood to be equal to or exceeding 15 percent of the shareholder’s capital. Below we detail the modular and essential aspects that come into effect with the reform.
The objective is to identify the “final or effective beneficiary,” defined as a natural person who exercises substantive influence or direct or indirect control, to the legal vehicle taxable because it has the majority of the voting rights and therefore voice and decision in the entity.
Creation of a Centralized Register of Shareholders and Final Beneficiaries of Corporations “Legal entities or legal structures domiciled in the country, through their legal representative, must provide the Central Bank of Costa Rica with the registration or indication of the shareholders and final beneficiaries that have a substantive participation. “A final or effective beneficiary is a natural person who exercises a substantive influence or control, direct or indirect, over the legal person or legal structure in a way that has the majority of the voting rights of the shareholders or partners, has the right to designate or to cease most of the administrative, management or supervisory bodies, or to have the control status of that company by virtue of its statutes. Indirect control shall be understood as having control over legal persons who finally have a participation in the legal person or national legal structure and, directly, the possibility of having sufficient shares or shares to control the legal person or national legal structure. In the case of persons or legal entities domiciled in Costa Rica, whose substantive shareholding in the share capital belongs wholly or
in part to legal entities domiciled abroad, where it is impossible to identify the final beneficiary, in accordance with the provisions of this chapter, having exhausted all means of identification and provided that there is no cause for suspicion, it shall be presumed that the final beneficiary is the administrator. “Substantial participation shall mean the holding of shares and shares in a percentage equal to or greater than the limit established by the Ministry of Finance for these purposes, in accordance with international parameters, and within a range of fifteen percent (15 percent) to twenty-five percent (25 percent) of participation with respect to the total capital of the legal person or legal structure. “This obligation to supply information must be fulfilled annually, or when a shareholder equals or exceeds the limit defined by regulation, as provided in this article” (Article 5). Temporary Precautionary Measure of Freezing Assets for Defaulting Taxpayers “When in the process of determining a tax credit, in the opinion of the competent administrative authority, there is a danger that the obligor is absent, alienates or conceals his assets or performs any maneuver intended to leave the credit unpaid, the Tax Administration may request The Collection Office which requires the competent judicial authority to seize the property as a precautionary measure, which shall be valid for up to two years, extendable for the same period” (Article 196 bis).
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