- New Power of Attorney via Assembly: Circular DPJ-002-2026 allows the General Assembly to grant a General Power of Attorney to a natural person specifically to comply with the UBO Registry.
- No Special Powers of Attorney: The restriction remains active; only legal representatives or duly registered General Proxies can file the UBO declaration.
- Registry Exemptions (Safe Harbors): Clear rules to register Powers of Attorney even if the corporation is currently marked as “non-compliant” (Art. 34).
- Severe Penalties: Fines applicable under Law No. 9416 and the Tax Code. This includes the freezing of corporate registries and bank account closures.
Table of Contents:
- Circular DPJ-002-2026: The Big Update
- General Power of Attorney: Assembly & Representatives
- Exemptions for Non-Compliant Entities
- Strict Filing Deadlines for 2026
- Obligated Entities & UBO Identification
- Protocol for Foreign Investors & Trustees
- Sanctioning Regime & Fines
- Frequently Asked Questions (FAQs)
1. 2026 Update: Circular DPJ-002-2026 and the UBO Power of Attorney
The Directorate of the Registry of Legal Entities has issued Circular DPJ-002-2026. This document is a fundamental milestone that unifies registry criteria regarding the appointment of legal representatives and the registration of General Powers of Attorney designed specifically to comply with the Ultimate Beneficial Owner Registry (RTBF in Spanish).
Legal and Regulatory Framework:
- Law No. 9416 (Law to Improve the Fight Against Tax Fraud) & Art. 84 bis of the Tax Code: If non-compliance with the UBO Registry persists, the National Registry cannot issue legal standing certificates (personería jurídica) or register documents in favor of the non-compliant entity.
- UBO Regulations (Executive Decree No. 44390-H), Arts. 5 and 34: The responsible party is the legal representative with a valid Costa Rican Digital Signature. Exceptionally, a General Power of Attorney can be granted. Art. 34 prohibits registrations for non-compliant subjects, except to register responsible parties, liquidators, and legal structures.
- Joint Resolution MH-DGT-RES-0020-2024 / DG-336-2024, Art. 7: If the representative does not have a digital signature, they can authorize a natural person via a General Power of Attorney (Art. 1253 of the Civil Code).
2. Granting the General Power of Attorney: Legal Representative vs. Assembly
The regulations now clarify two fundamental ways to delegate this obligation without using Special Powers of Attorney (which remain strictly invalid for this process):
A) Power of Attorney granted by the Legal Representative
- Validity: The legal representative may grant a General Power of Attorney (Art. 1253 Civil Code) to a single natural person to comply with the UBO Registry.
- Substitution (Arts. 1254 and 1264 CC): The power can be granted and substituted by the representative, provided the possibility of substitution is expressly stated in the registry entry.
- Verification of Powers: The Registry will verify that the representative has statutory powers to grant or substitute powers; otherwise, the registration entry will be canceled.
- Limits on Notarial Qualification: The Registry cannot ask the Notary for information on the “exceptionality” of the power or why the representative lacks a digital signature (protected by the autonomy of will and Art. 40 of the Notarial Code).
- Prior Authorization: It is appropriate for the Assembly to authorize the legal representative to confer the power. The Notary must attest to this Assembly (Guideline DPJ-001-2024).
B) Power of Attorney granted directly by the General Assembly
- Assembly Agreement: The General Shareholders’ Assembly (or equivalent bodies) can directly appoint a single General Proxy (natural person) to file the UBO declaration. It must be notarized according to Arts. 105 and 107 of the Notarial Code.
- Civil Partnerships (Sociedades Civiles): Partners can grant the General Power of Attorney by appearing in a public deed (Arts. 1204 and 1208 of the Civil Code).
3. Exemptions: What happens if the company is “Non-Compliant”?
The general rule is that the entity must be up to date as a compliant subject. If not, the system generates an automatic rejection (defecto automático). However, Circular DPJ-002-2026 establishes exemptions/safe harbors (Art. 34 of the Regulation) to lift the validation and allow registrations:
- Death of the legal representative.
- Vacant position or expiration of the registered term.
- Person with a registered legal safeguard.
- Foreign Nationals: Where the Notary attests that the legislation does not allow the foreigner to obtain a digital signature in Costa Rica.
- Appointment of a Liquidator.
- Judicial Headquarters Documents: The exemption applies regardless of the condition of the representative to be revoked.
- Registration of the General Power of Attorney: If the entity is non-compliant, the exemption applies to register the UBO proxy, provided there is a notarial attestation that it is granted exclusively to comply with the UBO Joint Resolution.
Partial Registration: If the public deed includes other corporate acts and the company has a non-compliant defect, the Power of Attorney is registered partially. The registrar will clarify that the defect will be lifted once the POA is registered. Upon reaching the “for registration” status, a request is made to the Technical Normalization Subprocess to lift the UBO validation so the Notary can later request the registration of the remaining corporate acts.
4. UBO Filing Deadlines for 2026
According to Art. 8 of Resolution MH-DGT-RES-0020-2024 / DG-336-2024, the strict deadlines are:
- Annual Ordinary Declaration: Filed during the month of April every year. The system allows pre-loading the last declaration to update changes or confirm no variations.
- 20 Business Days for New Registrations: Applies to newly incorporated companies, assignment of a corporate ID, or re-registration.
- 20 Business Days for Transformation or Merger: Mandatory after registering a corporate transformation or a merger resulting in a new corporate ID.
- Modifications: Once submitted, changes can only be made through an extraordinary or corrective declaration.
5. Obligated Entities and Ultimate Beneficial Owners (UBOs)
Tax transparency in Costa Rica is not optional. All legal structures must report their shareholder composition, including:
- Commercial Companies: S.A., S.R.L., Civil and Inactive Corporations.
- Trusts (Fideicomisos): Must declare through their trustees.
- Associations and Foundations: Non-profit entities.
Who is the Ultimate Beneficial Owner (UBO)?
The international standard requires identifying the natural person who owns 15% or more of the share capital, exercises effective control by other means, or, in Holding structures, performing a traceability analysis up to the final natural person.
6. Protocol for Foreign Investors and Trustees
For foreigners without a DIMEX (Costa Rican Residency Card), accessing the Central Directo platform is impossible. As the new circular establishes, a Notary can attest to the impossibility of obtaining a digital signature in Costa Rica and apply the exemptions to register a proxy. At AG Legal, we coordinate signatures via the Costa Rican Consulate or Hague Apostille and manage the entire process.
Attention Trustees: The Circular clarifies that the trustee may grant a General Power of Attorney to comply with the UBO Registry (Art. 643 of the Commercial Code). The notary must attest to their status based on the trust agreement.
7. Sanctioning Regime: 2026 Fines
Non-compliance generates immediate financial, registry, and reputational risks, based on Law 9416:
| Sanction & Consequence | Technical and Legal Details |
|---|---|
| Pecuniary Fine (Financial) | 2% of gross income (Minimum of 3 base salaries, up to 100 base salaries). |
| Corporate Registry Closure | Inability to issue legal standing certificates or register any documents in the National Registry. |
| Bank / SUGEF Blockade | Total restriction of bank accounts and financial operations in Costa Rica. |
8. Frequently Asked Questions (FAQs) – UBO 2026
Can the Shareholders’ Assembly grant a Power of Attorney for the UBO Registry?
Yes. According to Circular DPJ-002-2026, the General Assembly can appoint a single General Proxy (natural person) to file the UBO declaration, by properly notarizing the assembly minutes.
What happens if my company is marked as “Non-Compliant” in the Registry?
The system generates an automatic defect, but the Regulation (Art. 34) establishes exemptions. It allows lifting the restriction specifically to register a General Power of Attorney whose sole purpose is complying with the UBO Registry.
What are the exact filing deadlines in 2026?
The ordinary declaration takes place throughout April. If it is a newly incorporated, transformed, or merged company, you have 20 business days from its registration to file.
Can the Registry question why the representative does not use their own digital signature?
No. The new circular explicitly forbids the Registry from asking the Notary for information about the “exceptionality” of the power, respecting the autonomy of will and private contracts.
Do inactive corporations need to file the UBO declaration?
Yes, absolutely all corporations registered in Costa Rica, regardless of whether they have commercial activity (inactive), must file the declaration.
Can Trustees delegate the UBO declaration?
Yes, the trustee can grant a General Power of Attorney to comply with the UBO Registry in accordance with Article 643 of the Commercial Code.
Total Corporate Shield with AG Legal
The regulations have changed, and registration errors cost millions. Leave your company’s compliance in the hands of experts. We draft the Assembly minutes, register the Powers of Attorney under the new exemptions, and file your UBO Registry seamlessly.
Phone: (506) 2257-0006 | Email: info@aglegal.com