Updating shareholding composition data in Nicaragua

In Nicaragua, the Directorate General of Revenue (DGI) plays a fundamental role in regulating and supervising fiscal activities, ensuring that taxpayers comply with their tax and formal obligations. In this regard, art. 103 of the Tax Code of the Republic of Nicaragua and its amendments (CTr) regulate the obligation of all taxpayers to register and keep their data updated in the Single Taxpayer Registry (RUC) of the Directorate General of Revenue (DGI) of the Ministry of Finance and Public Credit (MHCP).

In line with the above, it is important to consider that when a transfer of shares occurs (under any legal figure), whether, between natural or legal persons, it is crucial to update the data in the Single Taxpayer Registry of the DGI to accurately reflect the current shareholding composition of the commercial entity. It is important to clarify that this process is not only a legal requirement of a formal nature but can also have significant implications in terms of fiscal responsibilities.

In connection with the above, failure to update this information may result in fines and trigger various implications depending on the structure and value of the transaction in the specific case. For example, there may be capital gains taxes if the transfer involves a sale with profit, or there could be tax implications related to the valuation of the transferred shares.

In previous publications, we have already addressed the different requirements demanded by the tax authority for the authorization of such processes. However, it is important to mention that, currently, some Revenue Administrations and DGI Directorates also request supporting documents for the share transfer operation, such as:

    1. Sale contracts or any other legal document evidencing the transfer.
    2. Financial statements.
    3. Payment receipts.
    4. Documents supporting the payment of taxes derived from the transaction.

In general, when it comes to updating data due to share transfers, it is important to verify the applicable requirements in advance according to the corresponding administration in which they are registered.