Most foreign investors who own real estate or operate businesses through a Costa Rican corporation are unaware of the tax and regulatory obligations that come due at specific times of the year. Missing a deadline can result in the company being frozen, fines of thousands of dollars, blocked real estate transactions, or even automatic dissolution. If you own an S.R.L. or S.A. in Costa Rica, this calendar is the tool you need to keep your company active and free of penalties.
Integrated corporate compliance — coordinated with your tax and estate planning strategy — is the difference between a calm investor and one who discovers costly surprises when trying to sell their property. Below, we present each obligation in chronological order, the consequences of non-compliance, and how to manage them stress-free.
Obligation 1: Legal Entities Tax — January
Mandatory deadline: January 31 each year
The Legal Entities Tax is the most pressing tax obligation in the Costa Rican corporate calendar. For inactive corporations that only hold real estate — the most common scenario among foreign owners — the amount corresponds to 15% of a base salary, which currently equates to approximately USD 155.
Together with this tax, the law requires the simultaneous payment of the Education and Culture Stamp, a small stamp duty remitted in the same transaction.
Consequences of January non-compliance
If you fail to pay before January 31, the National Registry automatically freezes your corporation. This freeze prevents:
The issuance of corporate standing certificates that prove the legal existence of the company. The sale of properties registered in the corporation’s name and the recording of any legal act before a notary. The opening of new bank accounts in the company’s name. The accrual of daily interest on the outstanding debt, which continues to accumulate month after month.
The most serious risk: if the tax remains unpaid for three consecutive years, the government automatically initiates the dissolution of the entity. Recovering a dissolved company is an extremely costly and complex process that may require litigation, significant administrative expenses, and several months or years of processing.
Education and Culture Stamp
Paid together with the Legal Entities Tax on the same date. Although smaller in amount, non-compliance triggers the same freezing consequences.
Obligation 2: Informational Return (D-195) — March
Mandatory deadline: March 15 each year
The Informational Return, known as Form D-195, is a mandatory annual report filed with the Costa Rican Tax Administration that discloses the assets, liabilities, and equity of your corporation during the previous fiscal period. Even inactive companies that only hold real estate are required to file this form.
The purpose of the D-195 is to allow the Costa Rican government to verify the legal origin of funds used to maintain, manage, or acquire corporate assets. It is especially relevant for foreign investors, as the return demonstrates the lawful origin of the investment and facilitates future regularization procedures.
Penalty for late filing
Failing to file the D-195 before March 15 results in a fixed fine of three base salaries, regardless of whether the company has income or remains inactive. At the current exchange rate, this fine amounts to approximately USD 3,050. Unlike other sanctions, this penalty is applied inflexibly, with no consideration for the size of the corporation or its level of activity.
The fine is imposed for each year of non-compliance, meaning that a two-year delay generates cumulative fines that may double or triple the original sanction.
Obligation 3: UBO Registry (RTBF) Filing — April
Mandatory deadline: April 1 to April 30 each year
The Ultimate Beneficial Owners Registry (Registro de Transparencia y Beneficiarios Finales — RTBF) is an international transparency requirement that obliges your corporation to disclose to the Central Bank of Costa Rica the ultimate beneficial owners — that is, the natural persons who actually control or own the company. This requirement applies even to corporations without economic activity that only hold real estate.
Costa Rican law requires the RTBF to be filed by a person who holds a digital signature issued by the Central Bank of Costa Rica, a credential granted only to Costa Rican citizens or residents. As a foreign investor, you must authorize a trusted person through a General Power of Attorney to file the return on your behalf. It is essential that this power of attorney include an express limitation prohibiting the attorney-in-fact from disposing of company assets, selling them, or transferring ownership.
Consequences of April non-compliance
Non-compliance results in a fine equivalent to 2% of the gross income of the previous fiscal period, with a minimum of three base salaries (approximately USD 3,050 at the current exchange rate) and a maximum of one hundred base salaries. For corporations with no income or limited activity, the minimum fine applies.
In addition, the National Registry blocks the corporate standing of non-compliant companies, which prevents the issuance of standing certificates, the execution of real estate transactions, and the recording of documents before notaries public. The block remains in force until the infringement is cured.
Permanent validity: obligations that recur annually
These three payments and filings are not one-off or isolated: they recur every year of the corporation’s life, without exception. A foreign investor who owns an S.A. with real estate in Costa Rica must plan for these obligations to be part of their annual compliance routine, integrated into their overall tax strategy.
The most common error occurs when the foreign owner attempts to sell the property years later. At that moment, they discover that their company is blocked at the National Registry due to cumulative non-compliance. The options at that point are limited, costly, and require judicial or administrative resolution to unfreeze the entity.
The calendar: April is your critical window
Although the obligations are spread between January and April, April is the most critical month because it coincides with the RTBF deadline, often when foreign investors are least attentive. An effective compliance strategy coordinates the three payments and filings so that they are managed as an integrated plan, not as isolated procedures.
Service quality: why law firms don’t reach out
Many foreign investors hire local legal services to manage these obligations, but find that the firms responsible for their taxes never take the initiative to contact them. The client is passively expected to remember the dates and specifically request that the filings be processed. When a deadline passes without anyone having acted, the client receives the bill for the fines after the fact.
At Mora, Yglesias & Asociados we use a different model. We initiate the process in advance: we identify your corporation’s calendar, coordinate with our tax department, prepare the necessary documentation in the weeks leading up to the deadline, and file each obligation within the term. You receive a compliance status summary and may choose to authorize the corresponding payments without last-minute surprises.
In addition, we integrate corporate compliance with your tax and estate planning. Decisions about corporate structure, asset transfers, or asset protection strategies are made considering these obligations, not in isolation.
For investors with multiple corporate entities, we offer volume pricing that recognizes the efficiency of managing several corporations under a coordinated plan. Rather than paying separate fees for each company, you contract an integrated service that handles the compliance of all your S.A. and S.R.L. companies under a single coordination.
Legal basis
These obligations are governed by:
Law No. 9428 (Legal Entities Tax) establishes the obligation to pay before January 31 and the effects of freezing at the National Registry. Decree MH-DGT-RES-0013-2025 Tax mandates the filing of the D-195 with the Costa Rican Tax Administration before March 15. Law No. 9416 (Law to Improve the Fight Against Tax Fraud) establishes the general requirement to provide information. Decree No. 44390-H and joint resolution No. MH-DGT-RES-0020-2024 / DG-336-2024 are the legal basis for determining that the annual filing with the Central Bank of Costa Rica must be made between April 1 and April 30 each year.
Frequently asked questions
What happens if I pay the legal entities tax but do not file the D-195?
The tax and the informational return are independent obligations, although related. Paying one does not substitute for the other. If you pay the Legal Entities Tax but do not file the D-195 before March 15, your corporation may be frozen for non-compliance with this latter obligation, and you will receive a fixed fine of three base salaries. Both obligations must be met within their respective deadlines.
Do I need to file the RTBF if I am the sole owner of the corporation?
Yes. The RTBF is mandatory for all corporations, regardless of whether they have one or multiple shareholders. The purpose is transparency: the Central Bank of Costa Rica must know who actually controls each registered corporate entity. Even a single-shareholder S.A. must file this return annually.
Can I file these obligations on my own without legal advice?
Technically, you can file the tax and the D-195 directly through the Costa Rican Tax Administration’s online systems. The RTBF requires a digital signature from the Central Bank, a requirement that limits who may file. However, although it is technically possible to self-manage, there is risk of errors in the reported information, incorrect interpretations of the requirements, and missed deadlines. As a foreign investor without residence in Costa Rica, the professional advice that coordinates these three obligations typically saves more in fine prevention than the service costs.
What happens if my corporation is dissolved due to non-payment?
Dissolution is a slow but inevitable process: the government automatically initiates dissolution after three years without payment of the Legal Entities Tax. A dissolved corporation cannot transfer assets, cannot be modified, and cannot be used for legal operations. Recovery requires requesting reactivation before the National Registry, presenting all overdue payments, paying the corresponding fines, and in many cases requires administrative litigation. The time to recover a dissolved company can exceed one year, and the administrative and legal costs are substantial.
Mora, Yglesias & Asociados
Since 1938, our integrated team approaches every case from all angles — tax, immigration, corporate, and estate — so you receive complete advice in one place. Tax and liability protection is built into every recommendation we make, and we continuously work to improve your client experience. With offices in San José and Guanacaste, and service in five languages, we are ready to accompany you. Contact us.
Article written by Lic. Manuel Yglesias Mora, Bar No. 27673, Costa Rican Bar Association.
