All companies incorporated or domiciled in Costa Rica—regardless of whether they are active or inactive—are subject to certain ongoing compliance obligations. The concept of “inactive” refers to companies that do not carry out income-producing activities; however, this status does not exempt them from complying with key legal and tax requirements. Failure to comply may result in restrictions on the company’s ability to operate, carry out transactions, or interact with public registries.
One of the principal obligations is the annual payment of the Impuesto a las Personas JurĂdicas corporate tax. This tax applies to all Costa Rican companies and must be paid no later than the last day of January of each year. If the tax is not paid, the company may be restricted from performing actions such as registering corporate changes, transferring assets, or executing transactions before the Public Registry.
Another key requirement is the filing of the annual income tax return. Costa Rica’s fiscal year corresponds to the calendar year. Active companies must file their income tax declaration in March of each year. Inactive companies, although they do not generate income, are still required to file a tax return in April, disclosing their assets. This obligation ensures that all entities remain properly registered and compliant with tax authorities, regardless of their level of activity.
In addition, all Costa Rican companies must comply with the obligation to declare and register their entire shareholder chain of ownership before a special platform administered by the Costa Rican Central Bank. This requirement applies to all companies and must be fulfilled in order to carry out certain corporate actions, including transactions involving registered assets. Failure to file this disclosure also trigger the application of substantial penalties.
These compliance obligations are fundamental to maintaining a company in good standing in Costa Rica. Timely and proper compliance allows companies to operate without restrictions and ensures that corporate actions can be carried out efficiently and without delays.
At Lang & Asociados, we assist our clients in monitoring and fulfilling their ongoing compliance obligations, ensuring that their entities remain in full legal standing and capable of operating without interruption.