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Law 9416 · RTBF · Costa Rica

Beneficial ownership in Costa Rica: file on time and identify it in every customer

Law 9416 requires legal persons and arrangements to declare their shareholders and beneficial owners in the Central Bank's registry. Your institution must also identify them in every customer: here is how both work and how Snap Compliance helps.

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At a glance

What it governs

RTBF

The Transparency and Beneficial Ownership Registry run by the Central Bank of Costa Rica: who owns or controls each legal person or arrangement, down to the natural person.

Who must file

Legal persons and arrangements

Registered companies or those with a legal ID number, private trusts, third-party asset managers, non-profit organizations, mutuals, cooperatives and solidarity associations.

Who oversees it

BCCR · DGT · ICD

The Central Bank runs the registry; the General Directorate of Taxation (DGT) checks compliance and imposes penalties; only the Ministry of Finance and the ICD may request the data.

Key date

April, every year

The ordinary return is annual and is filed in April. If a shareholder reaches 15% or the beneficial owners change, an extraordinary return is due within 15 business days.

Read the official text: Ley 9416

What it requires

What Law 9416 requires

Chapter II of the law, its regulation (DE 44390-H) and the Joint Resolution of the DGT and the ICD set what is declared, when, and with what support.

Declare the full ownership structure

The legal representative, using a digital signature, records in Central Directo every holder of the capital and the beneficial owners. What is filed has the legal status of a sworn statement (Law 9416, arts. 5 and 7; DE 44390-H, arts. 5 and 6).

Identify the beneficial owner in cascade

First, the natural person with a substantial interest —15% or more, direct or indirect— or with most of the voting rights; failing that, whoever controls by other means; as a last resort, whoever holds the top management position (Law 9416, art. 5; DE 44390-H, art. 9).

Reach the natural person behind foreign shareholders

If a foreign entity holds 15% or more, its ownership must be declared down to the beneficial owners. Only if that proves impossible, with a sworn statement and supporting documents, is its administrator in Costa Rica presumed to be the beneficial owner (Law 9416, arts. 5 and 7; DE 44390-H, arts. 13 and 14).

File every year and report changes

The ordinary return is filed in April; new entities file within 20 business days. When a shareholder reaches 15%, capital increases or control changes, an extraordinary return is due within 15 business days (Law 9416, art. 5; Resolution MH-DGT-RES-0020-2024, arts. 8 and 11).

Declare trusts and organizations

In a private trust, every party is a beneficial owner: settlor, trustee, beneficiary and protector, if any. Non-profit organizations also declare whoever donates to them, or receives from them, one base salary or more per year (Law 9416, art. 6; DE 44390-H, arts. 10 and 11).

Perform due diligence and keep the evidence

The person responsible verifies that what is declared is true and keeps the supporting documents for five years, immediately available to the General Directorate of Taxation and the ICD (DE 44390-H, art. 7).

Check before paying dividends

Before distributing dividends or letting shareholders vote at a meeting, the data of holders and beneficial owners must be checked, and foreign shareholders with a substantial interest must be asked to update theirs (DE 44390-H, arts. 7 and 9).

Close the chain

If a corporate shareholder does not file its own return and the beneficial owner therefore cannot be determined, the filing entity is also deemed non-compliant (DE 44390-H, arts. 8 and 31).

Consequences

What happens if you do not file

The General Directorate of Taxation first issues a warning and grants three business days, extendable by three more. If the failure continues, it imposes a fine of 2% of gross income for the previous tax period, with a minimum of 3 and a maximum of 100 base salaries. In addition, the National Registry will not issue certificates of legal standing or record documents in favor of the non-compliant entity, and notaries must record the non-compliance in the documents they issue (Law 9416, art. 13; Code of Tax Rules and Procedures, art. 84 bis; DE 44390-H, arts. 31 to 34).

How we help

How Snap Compliance helps

The RTBF return is filed by the legal representative in Central Directo, and no tool replaces that. Snap Compliance helps on the other side: your institution must identify the beneficial owner of every corporate customer and cannot query the registry. Due Diligence keeps each customer's file with its requirements —proof of legal standing, notarized shareholder certification or the RTBF return— and the progress of each one. Scan Agent screens customers and beneficial owners against sanctions lists, PEPs and adverse media. And Compliance Agent manages this and every other regulation within your compliance model, with controls, assessments and action plans.

Snap Compliance modules

Due Diligence Scan Agent Corporate Governance Management

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What people ask us most about Law 9416 and the RTBF

What is the Transparency and Beneficial Ownership Registry (RTBF)?
It is the database the Central Bank of Costa Rica runs under Chapter II of Law 9416. Legal persons and arrangements use it to declare their shareholders and beneficial owners, down to the natural person. The information is not covered by bank secrecy, but it is confidential and may only be used for the tax purposes and the anti-money laundering purposes set out in article 9 of the law.
Who must file with the RTBF?
Under article 3 of DE 44390-H: legal persons registered with the National Registry or holding a legal ID number, private trusts, third-party asset managers and non-profit organizations; the 2024 Joint Resolution adds mutuals, cooperatives and solidarity associations. Those left out include listed companies, which follow their own procedure, public trusts and, with respect to their customers, institutions supervised by SUGEF, SUGEVAL and SUPEN.
Who is a beneficial owner under Law 9416?
It is the natural person who exercises substantial influence or control, direct or indirect, over the legal person: whoever holds a substantial interest —the regulation sets it at 15% or more of the capital—, most of the votes, the right to appoint or remove most of the management bodies, or control under the bylaws (article 5 of the law and article 9 of DE 44390-H). If no one meets those conditions, whoever holds the top management position is declared.
When is the RTBF return filed?
The ordinary return is annual and is filed in April through the Central Bank's Central Directo portal, with the legal representative's digital signature. A newly registered entity files within the following 20 business days. If a shareholder reaches or exceeds 15%, capital increases or control changes by other means, an extraordinary return is due within 15 business days, under articles 8 and 11 of Joint Resolution MH-DGT-RES-0020-2024, which implements article 5 of Law 9416.
What if one of the company's shareholders is a foreign company?
If an entity domiciled abroad holds 15% or more of the capital, its ownership must be declared until the natural persons who are beneficial owners are identified (article 7 of Law 9416 and article 13 of DE 44390-H). Only when that proves impossible, after due diligence has been exhausted, is the administrator in Costa Rica presumed to be the beneficial owner, with a sworn statement and apostilled or legalized supporting documents kept for five years (article 14 of the regulation).
Can banks query the RTBF?
Not directly. Law 9416 only grants access to the Ministry of Finance and the Costa Rican Drug Institute (ICD), through requests that meet the requirements of its article 10; the Central Bank rejects all others. The National Registry and notaries can only check the list of non-compliant entities. A financial institution receives the information when the customer itself provides it. With Snap Compliance's Due Diligence, that requirement is tracked in each customer's file.
What is the fine for not filing with the RTBF?
Article 84 bis of the Code of Tax Rules and Procedures, to which article 13 of Law 9416 refers, sets a fine of 2% of gross income for the previous tax period, with a minimum of 3 and a maximum of 100 base salaries. Before that, the General Directorate of Taxation issues a warning and grants three business days, which can be extended. If the failure continues, the National Registry will not issue certificates of legal standing or record documents in the company's favor.
Can a financial institution accept the RTBF return instead of a notarized shareholder certification?
Yes. Article 34 of CONASSIF Agreement 12-21 allows the institution to accept the electronic return document issued by the RTBF, bearing the Central Bank's electronic seal and no more than 30 calendar days old, or to receive the data in the CICAC through a direct link from the RTBF, if the customer so chooses. If its risk warrants it, the institution may still ask for the full ownership structure. The Costa Rica Due Diligence toolkit, in Spanish, includes the template to approve that parameter by board resolution.
Does the RTBF replace the beneficial owner identification required by Law 7786?
No. The RTBF is an obligation of the legal person itself toward the Central Bank. Separately, article 16 of Law 7786 requires obligated institutions to know the true identity of the persons for whose benefit a transaction is carried out, and bars them from having companies with bearer shares as customers. That duty remains your institution's. Snap Compliance's Scan Agent screens every customer and its beneficial owners against sanctions lists, PEPs and adverse media.
Why does the RTBF use 15% while banking due diligence uses 10%?
Because they are different rules. Law 9416 allowed the substantial interest to be set between 15% and 25%, and DE 44390-H set it at 15%. By contrast, article 34 of CONASSIF Agreement 12-21 requires institutions under article 14 of Law 7786 to identify whoever holds 10% or more of the capital, or the largest stake if no one reaches that level. With Snap Compliance's Due Diligence, forms and requirements are configured by customer type.

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