From a corporate perspective, 2025 has brought significant changes for Costa Rican companies, both newly incorporated and existing ones.
These reforms aim to modernize the national registry system, streamline processes, and facilitate official communications and compliance with legal obligations in Costa Rica.
Below is a summary of the main changes that anyone with a Costa Rican company should be aware of:
I. Numeric Name
Starting in June 2025, all new entities—whether Sociedades Anónimas (S.A.) or Sociedades de Responsabilidad Limitada (S.R.L.)—will be identified by a numeric name, which corresponds to the corporate ID number automatically assigned by the National Registry.
This reform does not modify the incorporation process, but it accelerates registration by eliminating the publication of the edict and the prior review of name or trademark similarities that registrars previously had to perform.
Existing companies will retain their current names and may continue to operate normally.
Additionally, companies wishing to maintain a commercial identity may register a trademark to complement their numeric name, thereby ensuring legal protection of the name under industrial property law.
(You can read more about similar corporate updates in our article on the modernization of the corporate regime in Costa Rica).
II. Email Address for Official Notifications
As of June 2025, every new company must include a valid email address in its articles of incorporation.
This address will serve as the official channel for notifications from judicial and administrative authorities.
This new regulation also eliminates the figure of the Resident Agent.
Moreover, all companies incorporated before June 2025 must register their email address no later than June 5, 2026.
If they fail to do so within that period, the National Registry will not record any additional filings until a valid email address is provided for official notifications.
The registration can be completed through a public deed signed by the company’s legal representative or through a shareholders’ meeting, the minutes of which must later be notarized.
If the company currently has a Resident Agent, a Shareholders’ Meeting must be held to revoke that appointment.
(Learn more about this regulation in our post on notification to Costa Rican companies by email).
III. New Rules for Powers Related to the Transparency and Ultimate Beneficial Ownership Registry (RTBF)
The Transparency and Ultimate Beneficial Ownership Registry (RTBF) is an annual obligation for all companies, which must be completed through the Central Bank of Costa Rica’s electronic platform.
To access the system, the legal representative must hold a digital signature certificate, which is a personal procedure available to Costa Rican citizens, naturalized persons, or foreign residents with a DIMEX identification card. The certificate can be obtained from any entity authorized by the Central Bank of Costa Rica.
However, individuals who do not possess the required identification documents cannot obtain a digital signature certificate.
In such cases, the new regulations from the National Registry and the Ministry of Finance allow the legal representative to grant a General Power of Attorney (poder generalísimo)—in accordance with Article 1253 of the Civil Code—so that an attorney-in-fact may file the RTBF declaration on their behalf.
This power must be granted directly by the company’s legal representative and cannot be issued through a shareholders’ meeting.
As mentioned at the beginning of this article, these reforms aim to simplify the operation and compliance of Costa Rican companies.
At GLC Legal, we are pleased to guide you through each stage of the process, ensuring your company complies on time with all new legal requirements.
If you need expert support in Business Law or Corporate Services in Costa Rica, don’t hesitate to contact our team.
Author: Estefanía Brenes
If you would like to learn more about this topic, as well as other corporate issues, please write to estefania@glclegal.com.
