Recent Changes to Corporate Legislation in Costa Rica: What You Need to Know 

Raúl villalobos
attorney

Costa Rica’s corporate legislation has recently undergone two significant changes that businesses must be aware of:

I. Corporate Identification Reform (Law No. 10729)

The first change stems from the enactment of Law No. 10729, which took effect on May 30, 2025.

Under this reform, newly formed corporations (S.A.) and limited liability companies (S.R.L.) will no longer be identified by a corporate or trade name.

Going forward, these entities will be identified solely by their corporate identification number (cédula jurídica), which will be automatically assigned by the National Registry.

As a result, the designation of the entity will consist of its corporate ID number followed by the suffix “S.A.” or “S.R.L.,” depending on the company type.

Given this amendment to the Commercial Code, companies should take appropriate action.

If you wish to protect a trademark or business name, it is now essential to register it separately with the Intellectual Property Registry in order to secure rights against third parties.

II. Mandatory Digital Address (Law No. 10597)

The second major change was introduced through Law No. 10597, which mandates the use of a digital address for all companies operating in Costa Rica.

Under this amendment to the Commercial Code, in addition to the registered corporate address, all entities must register an email address to receive official notifications.

Importantly, the law expressly recognizes the registered email address as a valid mechanism for receiving legal notifications.

According to Directive PDJ-002-2025 of the Registry of Legal Entities, as of June 4, 2025, all newly incorporated companies must include a registered email address in their articles of incorporation.

For companies incorporated prior to June 4, 2025, there is a one-year grace period—until June 4, 2026—to register an official email address with the Registry.

This may be done either by:

(i) formalizing a shareholders’ resolution to amend the articles of incorporation, or

(ii) submitting a notarized declaration by the company’s legal representative or attorney.

The directive also states that branches of foreign companies or representatives domiciled abroad must likewise register an official email address for notifications.

Failure to register an email address by June 5, 2026, will result in the National Registry refusing to record any filings related to the company.

In light of these regulatory changes, it is essential that companies take proactive steps to ensure full compliance and avoid legal or operational risks.