A company may not have commercial activity and still own assets, manage accounts, incur expenses, or record liabilities.
In practice, that reality is known as an inactive society: a legal entity that does not carry out profitable economic activity.
But it still exists and maintains a legal and patrimonial life that must be reflected before the Tax Administration.
With the Resolution MH-DGT-RES-0013-2025, the Ministry of Finance updates the framework applicable to inactive legal entities and consolidates the use of Form 272, which replaces the declaration known by many taxpayers as D-195.
Inactivity is not “disappearance”: why the Tax Agency is putting a magnifying glass on it
In Costa Rica, it's common to have companies with no commercial activity for asset management reasons: to maintain registered property, protect assets, centralize ownership, or prepare for a future project.
However, the fact that a company does not bill or generate revenue does not mean it lacks obligations.
In fact, the most frequent mistake is assuming that “if there are no earnings, there is nothing to declare.” That idea is risky for two reasons.
First, because the Tax Administration requires information for control and traceability purposes: a company may not have a profit-making activity, but it may have assets, bank accounts, liabilities, maintenance expenses, and financial transactions.
Second, because today there is greater capacity for verification through data cross-referencing: patrimonial reality and ownership structure do not operate as a “secret” from the State, particularly when considering registry information and beneficial owner reports.
What changed: from D-195 to Form 272 and the move to Tribu-CR
The most visible change for taxpayers is the transition to Form 272 (“Information Return of Inactive Legal Entities”).
It is important to understand that the axis is not just “a new number,” but a more structured approach to data recording and updating, and to how the declaration is presented.
The resolution places emphasis on two prior duties that are often overlooked:
- Data registration and updates: Even if the company is not engaged in profit-making activities, it must have updated registration and contact information (email, address, phone number, representation), which allows for formal interaction with the Tax Administration.
- Regularization of pending periods: If the company has outstanding information return omissions from previous years, the current framework allows (and in practice requires) catching up, without waiting for the period to close again.
In summary: it's not just about presenting “this year's,” but about reviewing if there are pending items and correcting them in a timely manner.
Key Dates: Fiscal Period and Filing Date
The information return is annual. In general terms: The period corresponds to January 1st to December 31st. The submission deadline is April 30th of the following year.
Sanctions: The Real Cost of Omission or Misstatement
The punitive aspect is likely the main reason why this matter should be approached with caution.
It's not just about “checking boxes,” but about reducing exposure to sanctions and, above all, to verification processes that can become complex when reported information is inconsistent.
The sanctions applicable to these types of breaches are provided for in the Tax Code and Procedures Code (Tax Code).
In practical terms, the greatest risk appears in three scenarios: (1) when the legal entity does not register or does not keep its data updated in the Unique Tax Registry (RUT).
When the informational return is omitted for one or more periods. And when it is submitted, but with inaccurate or incomplete information.
This last case is usually the most delicate because it's not perceived as a simple delay, but rather as a statement that doesn't align with reality.
For example, reporting “zero” when assets exist, omitting liabilities, not reflecting partner contributions or loans, or stating data that cannot be substantiated upon cross-referencing available information.
Filing (or not filing) an information return also has effects on the time limit for review. When a declaration exists, the control system usually operates under ordinary statute of limitations rules; conversely, omission can open the door to broader special deadlines.
Because, in tax matters, “inactive” does not mean “without obligations”: it means, rather, that the company must account for its financial situation and its formal compliance, especially in an environment of greater traceability and oversight.