There is a conversation I have with clients more often than I would like.
They come to me with a company they incorporated years ago. Clean, legal, properly registered. The company owns a beautiful property — a house worth a million dollars, sometimes more. Costa Rica’s real estate has been appreciating at a pace that surprises even the most optimistic investors.
And then I ask them: what is the capital social of your company?
Twenty dollars, they say. Sometimes less.
That is the moment I know we have work to do.
The Declaration That Connects Everything
Every inactive company in Costa Rica — meaning a company that holds assets like property or vehicles but does not conduct active business — must file an annual tax declaration. This declaration tells the government exactly what the company owns and what it is worth.
At the same time, every company must file the Declaración de Beneficiarios Finales — the declaration of final beneficial owners — which states who owns the shares of the company and in what percentage.
Here is what the government has understood, and what many company owners have not: these two declarations are being cross-referenced.
Your inactive company says it owns a million-dollar house. Your capital social says the company is worth twenty dollars. The government sees the mismatch. And under Costa Rican law, when the declared value of your company does not reflect the real value of its assets, you are not just making an accounting error — you are potentially avoiding taxes.
That is a very different kind of problem.
Why This Happens?
When most people incorporated their companies in Costa Rica, they did what everyone did: they used the minimum capital social, somewhere around ten thousand colones — roughly twenty dollars — because nobody told them it would matter later.
And for a long time, it did not. The declarations existed at the local gov. but the cross-referencing was not happening systematically. People filed whatever they filed and moved on.
That is no longer the case.
The government now has the tools, the legal framework, and the institutional will to match what your company declares it owns against what your company declares it is worth — and against who the government knows is benefiting from it.
If those three things do not align, you have a compliance problem.
What Getting It Right Actually Looks Like
This is where having a team that understands both the legal and the accounting side makes all the difference — and it is why at Peninsula Counsels we work with both lawyers and accountants together.
Getting your declarations right means:
Reviewing your company’s capital social and understanding whether it needs to be updated to reflect the actual value of the assets it holds.
Filing your inactive company declaration accurately — listing every asset at its real current value, not the value from ten years ago, not the purchase price, the real value today.
Filing your Beneficiarios Finales declaration in a way that is consistent with your company structure, your ownership percentages, and your other filings.
Making sure all three — the company structure, the asset declaration, and the beneficial ownership declaration — tell the same true story.
Because when they do, you are not just compliant. You are protected. You have a clean, defensible paper trail that shows exactly what you own, exactly what it is worth, and exactly who owns it — and that you have nothing to hide.
The Peace of Mind Is Worth It
I have seen what happens when these things are not aligned. Frozen companies. Unexpected tax assessments. Investigations that could have been avoided entirely with a proper filing two years earlier.
I have also seen what happens when they are done right. Clients who sleep at night. Clients who can sell their property when they want to sell it, transfer their company when they want to transfer it, and move their assets freely — because everything is clean.
That is what we are here for.
If you are not sure whether your declarations are accurate, consistent, and up to date — start with our free company review. We look at everything: your registry status, your tax filings, your declarations, your capital social, your representative powers. You find out exactly where you stand.
Then we fix it together.
📧 info@peninsulacounsels.com 📞 (506) 83393773 / 21016890 🌐 peninsulacounsels.com
Peninsula Counsels – Costa Rica