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 \u2014including companies without commercial activity or inactive ones\u2014 and the additional obligations that arise when the company engages in economic activity.<\/p>\n
The following obligations apply to any commercial company incorporated in Costa Rica, regardless of whether it has commercial activity or not.<\/em><\/p>\n 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.<\/p>\n 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.<\/p>\n 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.<\/p>\n Maintain the official email address registered with the National Registry valid and active to receive notifications in accordance with current registry regulations.<\/p>\n 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.<\/p>\n 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.<\/p>\n Pay the annual tax in the cases and amounts established by current legislation.<\/p>\n 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.<\/p>\n Safeguard legal, accounting, and tax documents for the periods established by the General Tax Administration Law \u2014a minimum of five (5) years\u2014 for audit and backup purposes.<\/p>\n 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.<\/p>\n The following obligations arise when the company engages in an active economic activity. They are in addition to all those in Block A.<\/em><\/p>\n 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).<\/p>\n 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.<\/p>\n Withhold and declare the corresponding Income Tax withholdings based on the payments made: salaries, professional fees, remittances abroad, among others.<\/p>\n 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.<\/p>\n 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.<\/p>\n Respect the labor rights established in the Labor Code: minimum wage, work hours, vacations, Christmas bonus, notice period, severance pay, and other legal benefits.<\/p>\n 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.<\/p>\n Note:<\/strong> 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.<\/p>\n 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.<\/p>\n <\/p>\nI. Registration and Corporate Obligations<\/h3>\n
Update of registry information<\/h4>\n
Celebration and documentation of partner or shareholder meetings<\/h4>\n
Maintenance of legal and corporate books<\/h4>\n
Email registration for notifications<\/h4>\n
II. Base tax obligations<\/h3>\n
Registration with the Tax Administration<\/h4>\n
Payment of the Legal Entity Tax<\/h4>\n
Payment of the Education and Culture Stamp<\/h4>\n
Declaration of the Transparency and Beneficial Owners Register (RTBF)<\/h4>\n
Retention of corporate and tax records<\/h4>\n
Informative Declaration of Inactive Legal Entities (Form 272)<\/h4>\n
Block B: Additional obligations for companies with commercial activity<\/h2>\n
III. Additional tax obligations<\/h3>\n
Filing and payment of Income Tax (ISR)<\/h4>\n
Value Added Tax (VAT) Return and Payment<\/h4>\n
Withholdings at source<\/h4>\n
Formal accounting<\/h4>\n
IV. Labor and social security obligations (applies if you have employees)<\/h3>\n
Employer registration with the CCSS and the INS<\/h4>\n
Compliance with labor legislation<\/h4>\n
V. Operational and permitting obligations (depending on activity)<\/h3>\n
Municipal license and operating permits<\/h4>\n
Consequences of non-compliance<\/h2>\n
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Comprehensive framework of tax and compliance obligations<\/h2>\n