What Every Corporation Should Know to Avoid Fines and Legal Complications

What Every Corporation Should Know to Avoid Fines and Legal Complications

The Transparency and Final Beneficiaries Registry (RTBF) remains one of the most important
corporate compliance obligations for legal entities in Costa Rica. During 2026, thousands of
corporations will once again be required to submit their annual declaration before the Central
Bank of Costa Rica.
Many companies mistakenly believe that if they have no commercial activity, income, or
employees, they are exempt from filing. However, the obligation may still apply to inactive
corporations, holding companies, and family-owned structures.

What is the RTBF?

The RTBF was created under the Law to Improve the Fight Against Tax Fraud (Law No. 9416)
with the purpose of identifying the individuals who ultimately own or control a corporation, trust,
or other legal structure.
The declaration is filed through the Central Directo platform managed by the Central Bank of
Costa Rica.

Who Must File the RTBF in 2026?

The obligation generally applies to:
● Corporations (S.A.)
● Limited Liability Companies (S.R.L.)
● Inactive corporations
● Holding companies
● Trusts

● Employee solidarity associations and other entities required by law
Even if the corporation:
● Has no income
● Has no employees
● Is not operating
● Has “no activity”
…the filing obligation may still remain in effect.

What Information Must Be Reported?

The declaration typically includes:
● Shareholding participation
● Ultimate beneficial owners
● Corporate structure
● Effective control of the entity
● Information regarding shareholders and legal representatives
The information provided must accurately reflect the corporation’s current structure and
ownership.

What Happens if the RTBF Is Not Filed?

Failure to comply may lead to significant consequences, including:
Financial Penalties
Fines may reach percentages based on the company’s gross income, subject to legally
established minimum and maximum amounts.
Corporate and Registry Restrictions
The corporation may face limitations when attempting to:

● Obtain corporate certifications
● Register documents before the National Registry
● Carry out certain banking or commercial procedures
Tax and Regulatory Risks
Noncompliance may trigger alerts or reviews from the Costa Rican Tax Authority and other
regulatory entities.

What if your corporation has not yet
received a penalty notice?

Many corporations are unaware that, in certain cases, it may still be possible to avoid or reduce
consequences related to RTBF noncompliance if the situation is corrected before receiving a
formal penalty notification.
Even after an official notice has been issued, acting quickly may still make a significant
difference. Depending on the circumstances and timing of compliance, the corporation may
reduce further consequences if the filing is completed within the applicable period following
formal notification.
For this reason, waiting until the last minute may unnecessarily increase the corporation’s legal,
registry, and financial risks.

What if the Legal Representative Does Not
Have a Digital Signature?

One of the most common issues occurs when the legal representative:
● Lives outside Costa Rica
● Does not have a valid digital signature
● Has an expired digital signature
In these situations, it may be possible to grant a special or general power of attorney authorizing
a third party to file the RTBF declaration on behalf of the corporation.

Recommendations for RTBF 2026

1. Verify the Current Legal Representative
Many corporations still have expired boards of directors or outdated legal representation
information.
2. Review the Shareholding Structure
Especially if there have been:
● Share transfers
● Corporate changes
● Inheritance proceedings
● Internal reorganizations
3. Avoid Waiting Until the Last Minute
Every year, the filing platform experiences high traffic close to the deadline.
4. Confirm That the Digital Signature Is Active
Many users discover technical or validity issues when the filing deadline is already approaching.

Final Thoughts

RTBF 2026 should not be viewed as just another administrative filing, but rather as an important
legal obligation whose noncompliance may significantly impact a corporation’s operations and
legal standing.
Preparing in advance, reviewing corporate information, and obtaining proper guidance can help
avoid fines, delays, and unnecessary complications.
If your corporation has not yet prepared the necessary information for the declaration, now is
the ideal time to get up to date.