International Business Articles
By Dr. Luis A. Montes, PhD.
GUARDIA MONTES & ASOCIADOS, Abogados
San Pedro, Costa Rica
The TAX APPLICABLE TO LEGAL ENTITIES under STATUTE No. 9428 shall enter into force on the first day of September of this year. The purpose of the new statute is collecting public funding in order to fight criminality.
As it is known, this piece of statute provides the entry into force of a tax over all business companies, as well as on every branch of a foreign company or its representative, and on over all individual legal liability company registered or to be registered in the Register of Legal Entities of the Costa Rica. This tax does not affect associations or foundations (not for profit entities)
Under this new law, the business companies not registered in the Tax Register of the General Directorate of Direct Taxation, shall pay fifteen percent (15%) of a base salary, that is, the amount of 70,200 colones; and the taxpayers of the corporate income tax shall pay an amount equivalent to twenty-percent (25%) of the base salary, that is, the amount of 117,000 colones approximately.
The tax shall be paid within the first thirty calendar days following January 1 of every year, and as the year progresses, it shall be paid proportionately.
Like in the previous Law, the members of a Board of Directors and the Internal Statutory Auditor can resign within 24 months from the entry into force, which shall be made by means of a letter addressed to the domicile of the company to be received by any person thereof. This letter is named a “remedio cartular inventado”.
As a novelty, this Law establishes the joint liability of the latest partners or shareholders “officially registered”, who shall have the obligation to pay the tax, even when the company is dissolved.
There are several penalties; however, the most representative are:
The National Registry cannot issue certificates of the companies or register any document in favor of the taxpayers of this tax which are not current as to payment thereof.
Companies that are delinquent with payment of this tax cannot enter into contracts with the State or its public entities.
The debts for this tax shall be a preferred mortgage or pledge, depending on whether there are real or personal property owned by business companies delinquent in the payment of the tax. Delinquency for three consecutive periods shall be grounds for dissolution of the business company.
The National Registry shall proceed to the deregistration of the delinquent companies which, as of the date hereof, are 266,090 companies, out of which 12,500 have real estate property and 15,700 have personal property.
The National Bank recently started a process to freeze bank accounts in the name of the dissolved companies. This whole situation which might well become a debacle soon has its origin in Law No. 9024, which was declared unconstitutional. However, some of its effects are still having consequences.
Starting from the first of September and until the first of December, those who make any overdue payments of the previous tax (under Law No. 9024 declared unconstitutional) can pay the periods owed between 2012 and 2015, not being required to pay any interest or fines.
From September 1 of this year to September 1, 2018, transfers of real and personal properties made by business companies which have been idle before the tax authorities for at least 24 months before the entry into force of the Law to other individuals or legal entities, shall be exempted only once from the tax on transfer and the payment of registration fees and legal tax stamps.
Up to September 1, 2019, the legal representatives, the members of the Board of Directors and the Statutory Auditor of the business companies who wish to resign from their position as such can do so by means of written communication set to the registered domicile of the company. This communication shall be subsequently notarized and registered in the Register of Legal Entities of the National Registry, in order for such resignation to be effective. The interested party shall state before a Notary Public that the communication was properly received at the domicile of the company; if the domicile is unknown, the Notary shall certify this and file the resignation instrument with the Registry for registration thereof.