What every inactive company must comply with to avoid sanctions and unnecessary risks.
In Costa Rica, it is common to use inactive companies, also known as holding companies, to manage and protect assets such as real estate, vehicles, shares, or family investments.
These structures work well only when they stay fully compliant.
Many people assume that if a company does not generate income or operate commercially, it has no obligations.
That assumption is incorrect.
Even fully inactive companies must comply with legal, tax, and registry obligations.
Failing to do so can lead to fines, interest, registry blocks, and limits on disposing of assets.
Below is a clear and structured overview of the main obligations inactive companies must meet in Costa Rica.
Annual and Periodic Obligations of Inactive Companies
1. Corporate Legal Entities Tax (Law No. 9428)
All companies registered in Costa Rica must pay this tax, whether active or inactive.
- Due date: January 31 each year
- Amount: Depends on company status
- Inactive companies pay the lowest rate, around CRC 60,000, equivalent to 15% of one monthly base salary
Non payment results in fines, interest, and registry restrictions.
2. Education and Culture Stamp Tax
This is a mandatory annual tax for all companies.
- Approximate amount: 10 USD
Even though the amount is low, payment is required to keep the company in good standing with the National Registry.
3. Transparency and Ultimate Beneficial Ownership Declaration (RTBF)
All companies must file an annual declaration with the Central Bank of Costa Rica.
- Filing period: April each year
- Platform: Central Directo
The declaration can be filed by:
- A shareholder with a valid digital signature
- A registered general attorney in fact with a valid digital signature
This obligation is critical for corporate transparency and compliance.
4. Annual Tax Return for Inactive Companies (Form D-135)
Inactive companies must file an annual tax return even if they generate no income.
- Includes assets, liabilities, and equity as of December 31
Failure to file may trigger tax penalties.
5. Mandatory Registration of an Email Address for Notifications
All companies must register an official email address with the National Registry.
- The email becomes part of the official registry data
- It is a valid legal channel for administrative notifications
- Deadline to comply: June 2026
6. Corporate Books
Companies must keep their shareholders registry book and minutes book updated.
This includes holding the legally required annual shareholders meetings.
These records may be requested during audits, inspections, or share transfers.
7. Municipal Declaration of Real Estate Assets
If a company owns real estate, it must declare the property value to the municipality.
- Frequency: Every five years or after significant improvements
8. Municipal Property Tax
This tax is paid to the corresponding municipality.
- Payment: Quarterly or annually, depending on the municipality
- Rate: 0.25% of the declared property value
9. Solidarity Tax on Luxury Homes
Applies when the construction value of a residential property exceeds the legal threshold.
- 2025 threshold: CRC 145,000,000
- Rate: Between 0.25% and 0.55%
- Due date: January 15 each year
10. Vehicle Circulation Tax (Marchamo)
If the company owns registered vehicles, it must pay the annual circulation tax.
- Deadline: December 31 each year
- Includes taxes, mandatory insurance, and vehicle inspection
Final Notes
Inactive companies in Costa Rica are not exempt from legal and tax obligations.
Timely compliance helps you:
- Avoid fines and penalties
- Prevent tax contingencies
- Keep the company active and in good standing
At BGA Abogados, we support companies with corporate maintenance and ongoing compliance.
This includes filings, payments, legal representation, and continuous monitoring.
Proper management today avoids serious problems tomorrow.
We are ready to assist you.