The Costa Rican Congress approved, last December 22, 2011, a law which establishes a new corporate tax on all Costa Rican companies.  This additional tax on companies, which includes the traditionally used “Sociedad Anónima” (S.A.) and “Sociedad de Responsabilidad Limitada” (S.R.L.) will be charged, for the first time, in April 2012 and then, yearly, each January.  

For companies that are not active before the tax authorities, the payment will be approximately US$150.00 per year (and for 2011, the pro-rata amount for remaining months until the end of the year). If the company is active with the tax authorities, the amount is approximately US$300.00 per year (also pro-rata since April, for 2012).  The companies’ legal representatives (individuals that have registered power of attorney for them) are jointly liable for these payments.

Apparently the tax authorities are interpreting that companies are considered to be active in their data base, and therefore, subject to pay the higher tax, solely by having filed income statements (even in zero).  In such cases, a process of de-activation must be followed, usually requiring, at least, the filing of two D140 forms.

In cases of companies that have no assets and whose owners want to terminate them and not to be subject to the new tax or to be personally liable for it, a dissolution process at the Public Register, which requires a shareholders meeting and following several formal requirements, is recommended.

More specific rules for the payment of the new tax are to be expected in the following weeks, which will also be covered in the regulations to this law, still pending to be issued and public.