With the creation of a commercial company, legal and formal obligations arise that must be met to keep it in good standing. This article distinguishes between the obligations that apply to every company —including companies without commercial activity or inactive ones— and the additional obligations that arise when the company engages in economic activity.
Block A: obligations that apply to all companies (active and inactive)
The following obligations apply to any commercial company incorporated in Costa Rica, regardless of whether it has commercial activity or not.
I. Registration and Corporate Obligations
Update of registry information
Register any relevant modification with the National Registry: changes of legal representatives, registered address, share capital, bylaws, appointments of the board of directors, or attorneys-in-fact.
Celebration and documentation of partner or shareholder meetings
Hold ordinary and extraordinary meetings when applicable, drawing up the respective minutes in accordance with the Code of Commerce. The annual ordinary meeting must be held within the three months following the end of the fiscal year.
Maintenance of legal and corporate books
Keep the corporate books required according to the type of company updated and properly safeguarded. The corporate books subject to legalization are authorized by the National Registry in accordance with the Commercial Code and current registry regulations. Accounting books are not subject to legalization by the National Registry.
Email registration for notifications
Maintain the official email address registered with the National Registry valid and active to receive notifications in accordance with current registry regulations.
II. Base tax obligations
Registration with the Tax Administration
Every corporation, even without economic activity, must be registered with the General Directorate of Taxation (Ministry of Finance) and keep its information updated, including the email address for notifications.
Payment of the Legal Entity Tax
It applies to every commercial company, with or without activity. It must be paid annually to keep the company active and avoid penalties or eventual dissolution due to prolonged non-compliance. The fee is not a flat rate.
Payment of the Education and Culture Stamp
Pay the annual tax in the cases and amounts established by current legislation.
Declaration of the Transparency and Beneficial Owners Register (RTBF)
It applies to all companies, with or without activity. The annual declaration of beneficial owners must be submitted to the Central Bank of Costa Rica, reporting the ownership and control structure. Extraordinary declarations must also be submitted in the event of changes to the shareholding structure.
Retention of corporate and tax records
Safeguard legal, accounting, and tax documents for the periods established by the General Tax Administration Law —a minimum of five (5) years— for audit and backup purposes.
Informative Declaration of Inactive Legal Entities (Form 272)
File the Informative Return of Inactive Legal Entities when the corporation does not carry out economic activity and is not registered for income tax. In TRIBU-CR, this return is filed using Form 272 (formerly D-195), with an annual due date of April 30, reporting the equity situation of the corporation (assets, liabilities, and capital) at the close of the previous period. Failure to file it may result in penalties for breach of formal duties.
Block B: Additional obligations for companies with commercial activity
The following obligations arise when the company engages in an active economic activity. They are in addition to all those in Block A.
III. Additional tax obligations
Filing and payment of Income Tax (ISR)
File the annual corporate income tax return within the established deadline. The ordinary fiscal period corresponds to the calendar year (January 1st to December 31st); the return must be filed and paid no later than March 15th of the year following the close (for the 2025 period, March 16th, 2026, since the 15th falls on a weekend). With the launch of the TRIBU-CR platform (which replaced ATV in October 2025), the former D-101 form is now identified as Form 102 (corporate income tax, legal entity).
Value Added Tax (VAT) Return and Payment
Companies with taxable activities must file a monthly Value Added Tax return and pay the corresponding tax no later than the 15th of the following month. In TRIBU-CR, the former form D-104 is now identified as Form 150.
Withholdings at source
Withhold and declare the corresponding Income Tax withholdings based on the payments made: salaries, professional fees, remittances abroad, among others.
Formal accounting
Maintain accounting records that faithfully reflect the financial situation of the company and support its operations, in compliance with the Commercial Code and tax regulations.
IV. Labor and social security obligations (applies if you have employees)
Employer registration with the CCSS and the INS
Every company that hires workers must comply with social security obligations before the CCSS and keep the Workers' Compensation policy active with the INS, making the corresponding payments.
Compliance with labor legislation
Respect the labor rights established in the Labor Code: minimum wage, work hours, vacations, Christmas bonus, notice period, severance pay, and other legal benefits.
V. Operational and permitting obligations (depending on activity)
Municipal license and operating permits
Companies that engage in commercial, industrial, or service activities that so require must apply for and maintain a valid municipal license in the canton where they operate, as well as any sanitary, environmental, or other permits required for their activity.
Note: This obligation does not apply to all active companies; it depends on whether the specific activity is subject to municipal licensing due to its nature and location.
Consequences of non-compliance
- Fines and administrative sanctions.
- Closure or suspension of activities.
- Inability to register documents with the National Registry.
- Loss of capacity to contract with the State.
- Ultimate personal liability of the legal representative.
- Dissolution of the company for repeated breach.
Comprehensive framework of tax and compliance obligations
Summary of the main obligations applicable to a Costa Rican company according to its situation. The forms reflect the coding of the TRIBU-CR platform (in effect since October 2025, replacing ATV). Dates are regular; they may vary due to non-business days or special periods.
| Obligation | Frequency and due date | Form / Declaration | Penalty for breach |
|---|---|---|---|
| All companies (active and inactive) | |||
| Corporate Income TaxRequirement to keep the company up to date in the Registry | Annual January 31 |
Payment in authorized entities (Law 9428) | Fines and interest; non-issuance of legal entity status; dissolution due to 3 periods of default |
| Transparency and Beneficial Owners Registry (RTBF)Digital signature of the obligor; extraordinary declaration in the event of a change in shareholding | Annual April 30 |
Declaration to the BCCR (Central Directo) | Fine equal to 2% of gross income (min. 3 / max. 100 base salaries); failure to file documents (Art. 84 bis of the Tax Code) |
| Stamp of Education and CultureTiered amount based on share capital | Annual Until March 31 |
Payment associated with the legal entity tax | Interest and surcharges |
| Annual ordinary meetingIn accordance with the Commercial Code | Annual Within 3 months of the end of the fiscal year |
Minutes in legal book | Corporate defects; liability of directors |
| Legal books | Permanent | Minute books and shareholder registry (National Registry) | Fines; objections in tax audits |
| Inactive companies | |||
| Informative Return for Inactive Legal EntitiesNo economic activity and not registered for profits. Report assets, liabilities, and equity as of the end of the previous period. | Annual April 30 |
Form 272 (formerly D-195) | Penalty for breach of formal duties (Art. 83 CNPT) |
| Companies with economic activity | |||
| Income Tax (ISR)Regular period: calendar year (Jan 1 – Dec 31) | Annual March 15 (2025 period: March 16, 2026) |
Form 102 (formerly D-101) | Fine for omission / late payment + interest (Arts. 79-80 CNPT) |
| Value Added Tax (VAT)Activities registered for VAT. With no operations in the month, file a zero return | Monthly 15th of the following month |
Form 150 (formerly D-104) | Penalty for omission + interest |
| Withholdings at sourceSalaries, fees, remittances abroad, and capital income, as the case may be | Monthly 15th of the following month |
Withholding tax return in TRIBU-CR | Joint and several liability + fines |
| AccountingKeep documentation for at least 5 years | Permanent | Accounting records | Fines; objections in tax audits |
| Social security contributions (CCSS / INS)If you have employees, prior registration as an employer is required. | Monthly End of month / according to payroll |
CCSS payroll and workers' compensation policy (INS) | Fines, interest, and legal collection |
| Municipal license and permitsOnly if the activity is subject to licensing; it depends on nature and location | According to the municipality According to canton |
Municipal procedures + health / environmental permits | Closure and municipal fines |
This article has been prepared by CRITERiaLAW, legal-corporate artificial intelligence from ICS Consultores, and has been reviewed and validated by professionals from the legal area of ICS. Its content is of a general informational nature and does not replace personalized legal advice. For specific inquiries: info@ics.cr | +506 2519 9992 | Torre Lexus, San José, Costa Rica.