Nacira Ureña for The Observer
Since its creation, the Transparency and Beneficial Ownership Registry (RTBF) has become a central part of the corporate control and transparency system in Costa Rica.
However, in daily practice there is still an erroneous perception among many entrepreneurs that this is an annual, almost automatic procedure that is completed once a year and forgotten until the following period.
This vision is risky.
The RTBF is not an isolated requirement or formality, nor should it be seen as a merely fiscal obligation. This is a living mechanism, with permanent effects, whose non-compliance can generate relevant legal and economic consequences for companies and, in particular, for those who represent them.
The greatest risk of non-compliance is not in the annual statement.
Although there is an ordinary tax return that must be filed every year (in the month of April, unless otherwise provided), most of the non-compliances do not usually occur in this one. The extraordinary returns are often omitted due to lack of knowledge or lack of adequate advice.
These extraordinary declarations could be seen as updates that are mandatory when certain events occur. Or corporate changes, such as changes in the shareholding composition, transfers or transfers of shareholdings, corporate reorganizations, mergers.
Even changes in the effective control of the company, even when the formal capital stock remains intact.
In practice, many companies make this type of movements as a normal part of their business dynamics, without knowing that they have triggered an immediate obligation to update before the RTBF. The result of not filing such extraordinary declarations is an involuntary non-compliance, but not without consequences.
Consequences beyond a fine
When it comes to RTBF non-compliance, one often thinks only of fines. However, the consequences can be much broader and, in some cases, more serious.
In addition to financial penalties, non-compliance may prevent a company from contracting with the State, which automatically excludes it from bidding and public contracting processes. In addition to this, there are also obstacles to carrying out registration or financial procedures and, last but not least, reputational risks that especially affect business groups and family businesses.
For many companies, RTBF can become a real operational blocking point if not managed correctly.
RTB is more than a tax liability
To understand RTBF solely as a tax requirement is to lose sight of its true scope. Properly managed, RTBF is a corporate governance tool that often goes hand in hand with clear corporate structures, updated corporate books, properly documented partner agreements and defined corporate governance rules.
From this perspective, the RTBF also functions as a thermometer of the level of formality and transparency with which a company operates.
Need for a change of approach
Fortunately, Costa Rica is steadily moving towards higher standards of corporate transparency. In this context, continuing to treat the RTBF as a routine annual procedure is a mistake that can be costly.
The real challenge for companies is not to comply once a year, but to integrate the RTBF into their day-to-day corporate management, understanding that every relevant corporate decision has legal implications that must be evaluated in a timely manner.
Today, transparency is no longer optional. It is an essential part of the legal and operational sustainability of any company that aspires to grow and sustain itself over time.
The RTBF is not just a form or a date on the calendar. It is an X-ray of how a company is governed. And like any X-ray, sooner or later it reveals what was hidden or what was left unchecked.
The question is no longer whether RTBF matters, but whether companies are ready and properly advised to take it seriously enough.