On April 3, 2019, Procedure the shareholder register in the “Joint General Reach Resolution for the Transparency and Final Beneficiaries Registry” was published in the Official Gazette.

As we mentioned in a previous article, for the Procedure the shareholder register the regulation was created as a mechanism to provide the State with more tools that allow it to combat the tax fraud, and will enter into force on September 1, through the Registry of shareholders. First of all, the registration of the information corresponds to all legal persons that are registered in the National Registry with social term in force, and to all the people indicated in the table below.

The requested information must be provided by the legal representative, administrator, or through a special agent.

ERP Lawyers has all the necessary resources and can offer you the legal services to carry out this process from beginning to end for your peace of mind and to be able to comply with this new obligation on time, and thus avoid penalties, which are quite drastic.Contact Us

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Obligors

• Corporations
• Limited liability corporations
• Corporations in collective name
• Limited Partnership
• Foreign branch companies
• Individual corporations of limited responsibility
• Civil corporations

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Responsible for supplying the information.

• President
• Manager and Assistant Manager
• Administrator
• Manager
• General representative
• Manager
• Administrator

[/vc_column_text][/vc_column_inner][/vc_row_inner][vc_row_inner][vc_column_inner][vc_column_text]Can another person be responsible for providing the required information to the Registry of Transparency and final beneficiaries?

The answer is yes. in addition to the person in charge, according to the previous table, the provision of information to the Transparency and Final Beneficiaries Registry may be done through a special proxy letter.

We have all the necessary elements and requirements to carry out the Registration procedure, and that you should not worry about neither the procedure nor the deadline fulfillment.

The requirements through Special Representative would be:

-Physical person with sufficient powers for the act, which will have to be accredited through a Notary Public.

-The proxy must be granted by public deed.

-The Notary Public must register in the functionality of the Registry of Transparency and Final Beneficiaries, along with supporting documentation, to the person to whom he granted the special power to provide the information on behalf of the obligor.

-To be able to carry out the previous procedure, it is necessary that the Notary Public has access to a digital signature, which ERP Lawyers already has.

-The Notary Public must record the following data, but not limited to these:

1. Legal identification number of the legal entity obliged.
2. Identity number of the natural person empowered.
3. Data of the document where it states that the empowered person can interact with the system.

INFORMATION TO BE PROVIDED TO THE TRANSPARENCY AND FINAL BENEFICIARIES REGISTRY

Data of the Legal Entity

1. Identification number.
2. Social reason.
3. Commercial name.
4. Date of incorporation.
5. Country of incorporation.
6. Main economic activity.
7. Telephone number.
8. Email to receive notifications.

Social Composition of the obliged:

1. Type of participation.
2. Currency.
3. Total amount.
4. Amount distributed.
5. Amount in portfolio.
6. Unit nominal value.
7. Total nominal value.

Individualized detail by participant in the composition of the share capital of the obliged:

1. Type of identification.
2. Identification number.
3. Name.
4. Date of birth.
5. Place of birth.
6. Nationality.
7. Telephone number.
8. Email.
9. Country of residence.
10. Physical address for location.

Legal Person:

1. Identification number.
2. Social reason.
3. Commercial name.
4. Date of incorporation.
5. Country of incorporation.
6. Main economic activity.
7. Telephone number.
8. Email.
9. Physical address for location.

And in general:

Details of the shares:

1. Date of acquisition of the first participation, which must correspond to the first record in the shareholders book of agreement with the participation class.
2. Type of identification
3. Number of shares it has.
4. Amount of voting rights you have.
5. Co-ownership if applicable.

Indication of special conditions in the participations (if any), for example:

1. Usufruct.
2. Pledge.
3. Curator.
4. Tutor.
5. Succession processo.
6. Other.

For trusts:

1. Identification number.
2. Name
3. Country of incorporation.
4. Identification of the trustee.
5. Name of the trustee.
6. Identificación del fideicomitente.
7. Identification of the settlor.
8. Identificación del fideicomisario.
9. Name of the trustee.
10. Object of the contract.
11. Start date of the trust.
12. End date of the trust.

Final beneficiaries for another type of control:

1. Type of identification.
2. Identification number.
3. Name.
4. Date of birth.
5. Place of birth.
6. Nationality.
7. Telephone number.
8. Email.
9. Country of residence.
10. Physical address for location.

– Control data exercised:
11. Date from which you have the status of final beneficiary.
12. Statutes.
13. Right to designate or cease most of the organs of
administration, direction or supervision.
14. Hold a position of Chief Executive Officer (Administrator)
15. Other means of control.

[vc_zigzag][vc_empty_space][vc_row][vc_column][vc_message]Take into account:

​ In the case of including legal persons in the declaration domiciled abroad, the legal representative or attorney must provide the Registry of Transparency and Final Beneficiaries the data on the ownership of the all the shares held by these legal entities until identifying the final beneficiaries, as well as the powers granted in Costa Rica for the development of the activity. [/vc_message][/vc_column][/vc_row][vc_row][vc_column]

PROCESS

Step 1. DIGITAL SIGNATURE: To be able to perform any management in the Registry of Transparency and Final Beneficiaries, It is an indispensable requirement to have a digital signature of a physical person, hence the importance of the corresponding legal representative or a person who has been granted a Special Power to perform said procedure, for which you can count on us to carry out said Procedure.

Step 2. SUBSCRIPTION PROCESS: The legal representative or the legal representative of each legal person must perform the Subscription of the legal entity, on the Central Direct Bank website Central of Costa Rica: ​ ​

Step 3. REGISTER THE DECLARATION: Once the subscription process has been completed, the legal representative or attorney must enter the declaration of participations and final beneficiaries in the Registry of Transparency and Final Beneficiaries, in the Registry module of Transparency and Final Beneficiaries. The declared data will have for all legal purposes character of affidavit. Within the information to be provided, you should always identify yourself at least one natural person as the final beneficiary.

Step 4. ACKNOWLEDGMENT OF RECEIPT: It is important to indicate an email address to notify the information where all the acts related to this record will be sent, even if a sanctioning process is given eventually. Once the process is finished, a confirmation will be sent to the email noted, that the registration process in the declaration system was performed successfully. If the email does not arrive, you must repeat the process again.

Step 5. DUTY OF CUSTODY: All documentation that supports what is declared in the Registry must be protected, since it must be available to the Tax Administration and the Costa Rican Institute on Drugs for control processes when requested.

We hope that this article has been very useful to inform you of the fulfillment of the new obligation, the required documentation and the procedure to follow in the Procedure the shareholder register.

If you require assistance in the Procedure the shareholder register or any other topic in Corporate Law, contact us to provide personalized advice.