📌 Company Name in Costa Rica: What Changed in 2025?

Registering a company name in Costa Rica is no longer mandatory when incorporating a Sociedad Anónima (S.A.) or a Sociedad de Responsabilidad Limitada (S.R.L.).

Law no. 10729 is applicable as of 30 May 2025, which has already been published.

This reform modifies the Commercial Code of Costa Rica. Instead of a name, the National Registry assigns a unique corporate identification number (cédula jurídica) as the official identifier.

✅ Why Was the Company Name Requirement Removed?

The company name in Costa Rica had become a formal step with limited value due to frequent name duplication, delays, and higher registration costs. Law 10729 was introduced to simplify the process and eliminate unnecessary steps.

🔄 Company Name in Costa Rica: Before vs. After the Reform

Now, instead of the name of your company, you must register your commercial name that works as a trademark, which is the correct way to protect your intellectual property before third parties, a process in which AG Legal has a specialised department.

📄 Can You Still Use a Company Name in Costa Rica?

Yes. Even though it’s not required, you can register a commercial name (nombre comercial) through the Intellectual Property Registry to protect your business identity legally and commercially.

Benefits of registering a commercial name:

• Protects your brand in the market
• Prevents third-party use of similar names
• Improves customer trust and recognition
• Enables legal enforcement of name rights

📰 Is Edict Publication Still Required?

No. According to Article 92 of the National Registry Regulation, when using a corporate ID number instead of a company name, no edict publication is required in La Gaceta.

⚠ Who Still Needs a Company Name?

• Entities regulated by special laws (e.g., banks, financial institutions)
• Foreign branches (Articles 226–233 of the Commercial Code)

📂 What About Companies Already in Process?

Companies with documents signed before May 30, 2025, may continue using the traditional format including a company name, until registration is finalized.

🖥 Updates to Online Platforms

Platforms such as Trámite Ya and CrearEmpresa are expected to update their systems. Check whether these forms still request a company name before submitting.

💬 Official Publication in La Gaceta Law 10729

Here is the official publication of Law 10729, see its scope of the day: Official Publication

🛡 Recommendations for Business Owners

• Register a commercial name with the Intellectual Property Registry
• Use “S.A.” or “S.R.L.” in all legal documents
• Verify if your sector requires a company name by law
• Avoid unnecessary publication costs in La Gaceta

🤝 Need Help Navigating the Reform?

At AG Legal, we guide local and international clients through:

• Incorporating businesses under Law 10729
• Registering commercial names and trademarks
• Corporate compliance and legal due diligence

📬 Mandatory Email Registration for Corporate Entities in Costa Rica (Law No. 10.597)

Starting June 4, 2025, Costa Rica will require email registration for companies as a mandatory legal step under Law No. 10.597. This reform obligates all legal entities—new or existing—to register an official email address with the National Registry for receiving legal and administrative notifications.

This measure, supported by Directive DPJ-002-2025 and published in La Gaceta No. 98 on May 30, 2025, is a critical shift toward digitalization and corporate compliance in Costa Rica.

📌 Why Email Registration for Companies Matters

This new regulation is part of Costa Rica’s strategy to modernize its corporate legal framework. By making email registration for companies a legal requirement, the country aims to streamline judicial and administrative communications, reduce delays, and eliminate outdated notification methods.

You can access the Law in this link: Official Law 10597

✅ New Company Formation: Email Required Immediately

All companies incorporated after June 4, 2025 must include a valid email address in their articles of incorporation. Omitting this requirement will result in a registration rejection by the National Registry.

🚫 Email omission = registration error

If the official email is not included in the incorporation documents, the process will be legally invalid until corrected.

🕒 Existing Companies: One-Year to Comply

Companies already registered have until June 4, 2026 to complete their email registration. This must be done through:

• A public deed executed by the legal representative or general attorney
• The protocolization of a shareholders’ meeting resolution

📰 Mandatory Gazette Publication

Since this update modifies the corporate charter, an official notice must be published in La Gaceta.

At AG Legal we help you with this official publication.

💼 Key Legal Changes in Law 10.597

• Email registration for companies becomes a binding legal requirement
• The resident agent role is eliminated (its inclusion will be considered a registration defect)
• Email address must be stored exactly as stated in the legal document

💰 Exemptions from Fees

If the only change being filed is email registration, no stamp duties or registration fees will apply. However, if additional amendments are included, regular costs will be assessed.

🛡️ Responsibilities of Companies and Legal Representatives

• Ensure the email is valid, active, and accessible
• Verify the spelling and format before filing
• Clearly declare in the deed that the email will be used for official notifications
• Handle future changes through proper legal channels

❗ What Happens If You Fail to Register?

As of June 5, 2026, companies that have not completed their email registration will be unable to process any further filings. All requests will be rejected until the registration is corrected.

📋 Best Practices for Compliant Email Registration

• ✔ Double-check that the email address is spelled correctly
• ✔ Confirm the email is monitored regularly by authorized personnel
• ✔ State explicitly in legal documentation that the email is for notifications under Law 10.597
• ✔ Update promptly if the email changes in the future

If you need more information about the type of companies in Costa Rica, you can find it here: Companies in Costa Rica

🚀 Moving Toward Digital Compliance in Costa Rica

Email registration for companies is more than just a new requirement—it’s part of Costa Rica’s evolution toward digital efficiency in corporate governance. It enables faster, traceable, and secure communications between businesses and public authorities.

🤝 How AG Legal Can Help

At AG Legal, we guide local and international companies through:

• Email registration under Law 10.597
• Compliance with Costa Rica’s corporate regulations
• Business formation, restructuring, and legal updates

Costa Rica Gambling: Legal Framework for Online Gaming License

Understanding the Legal Framework

Costa Rican Legislation: No Federal-State Split

Costa Rica has a unified legal system—unlike the U.S.—making it easier to operate under consistent regulations.

Is Online Gambling Legal in Costa Rica?

Yes, but with restrictions.

Law 9050 applies to data-processing centers and call centers operating inside Costa Rica for betting activities, but does not affect companies registered in Costa Rica that focus exclusively on foreign users.

What is a “Linking Company”?

These process betting data, but do not conduct bets themselves. Legal requirements:

• Obtain a municipal data-processing license
• Be subject to a tiered tax system
• Process gambling data within Costa Rica

Even though Law 9050 is in force, its enforcement remains ambiguous.

Opening a Corporate Bank Account

Taxation for Online Gaming Companies

Only Costa Rican-sourced income is taxed. Offshore gains are exempt from VAT and income tax.

Special Tax (Law 9050)

One base salary ≈ $900/month.

Basic Tax Obligations

• Annual corporate tax return
• Ultimate Beneficial Owner declaration
• Yearly tax information filing

Licensing and Compliance

No formal license is required for offshore operators if:

• No bets are placed inside Costa Rica
• They operate outside the Social Protection Board’s scope

AML Compliance (Law 8204)

Applies to banks, casinos, and financial entities, but not to strictly offshore gaming companies.

Judicial Precedents

How to Start an Offshore Gambling Company

1. Incorporate via public notary and registry
2. Register with tax authority
3. Fulfill yearly obligations:
   • Legal entity tax
   • Beneficial owner declaration
   • Tax filing

Costa Rica iGaming: Legal & Safe

• Operate without a local gaming license
• Law 9050 only applies to local operations
• No prohibition for offshore online gambling
• Offshore gains are exempt from local taxes
• Stable, cost-effective regime for international operators

Frequently Asked Questions

Is online gambling legal in Costa Rica?

Yes, if you operate exclusively offshore.

Do I need a gambling license?

No formal license—only a municipal data-processing license if you have a local operation.

Are online gambling revenues taxed?

Only domestic income; offshore earnings are exempt.

Can a Costa Rican company hold a foreign gambling license?

Yes, and it can remain inactive locally.

Is AML compliance required?

Only if you operate inside Costa Rica or meet Law 8204 thresholds.

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If you are an investor or planning to start a business in Costa Rica, deciding what type o company you may need is a crucial question:

First of all, in Costa Rica, there are four types of companies:

• The Stock Sorporation (Sociedad Anonima).
• The Limited Company. (LTDA.) (Sociedad de responsablidad limitada).
• The general partnership.
• The limited partnership.

The trading companies most commonly used in Costa Rica are the S.A. stock corporations and L.T.D.A. limited liability companies.

Before we enter to explain the two main types of companies, there are a few decisions that must be made in any corporation:

What will be the corporate name? This can be a fictitious name. Currently, it is also possible to register companies whose name consists of the corporate identity number assigned to them by the Registry.

What will be the corporate capital and share distribution? The available amount of capital, the value of each one of the shares, and how they will be distributed among the partners. The social capital must be established in the colon currency.

What will be the corporate domicile? The place designated to receive communications.

What will be the term of the corporation? It is required to determine the number of years the corporation will exist. The duration commonly used is 99 years.

Who will represent the corporation? By law, the President is the corporation’s representative, with the full power of attorney. Still, appointing people who want to represent the corporation is also possible.

Resident Agent. When the corporate representatives have no domicile in Costa Rica, it is mandatory to appoint a Resident Agent, whose function will be to receive communications addressed to the corporation.

Sociedad Anonima (S.A.)

How Does an S.A. Work?

In Costa Rica, S.A. stands for “Sociedad Anónima,” a business entity commonly used in the country. An S.A. is similar to a corporation in the United States or a public limited company in the United Kingdom.

The main advantage of forming an S.A. is that it provides limited liability to the company’s shareholders. This means that the shareholders are only responsible for the amount of money they have invested in the company and are not personally liable for its debts and obligations.

Another advantage of forming an S.A. is that it allows for an easy transfer of ownership. Shares in the company can be bought and sold without affecting the company’s operations or requiring the company to restructure. Agencies and branches may be established inside and outside Costa Rica and can perform all sorts of business.

You may want to acquire if you want to invest or develop an activity without using your assets to secure debts.

S.A. are commonly used in Costa Rica for businesses in various industries, including tourism, agriculture, and real estate. However, consulting with a lawyer before forming an S.A. is essential to ensure that it is the best business structure for your specific needs and circumstances.

An S.A. in Costa Rica is subject to corporate income tax and must file annual tax returns. The tax rate is currently 30% of the company’s profits.

Regarding its International taxation, for this type of company and any company in Costa Rica, the territorial principle is reining the taxation; this means that the company does not need to pay any income tax as long there is no costarican source involved. The V.A.T. is payable monthly, and the income tax is payable yearly.

In summary, S.A. is a type of business entity in Costa Rica that provides limited liability to its shareholders and allows for easy transfer of ownership. It is commonly used in various industries, and careful consideration should be taken before forming an S.A. to ensure it is the proper structure for your business. Depending on the type of business, even the company can work on offshore transactions.

Management of a corporation is conducted through a Board of Directors, which must include at least a President, a Secretary, and a Treasurer. The supervisory task is carried out by appointing a Supervisory Director.

Incorporation of an S.A.

• A minimum of two shareholders is required to form a corporation, and registering the entire corporate capital in one person’s name is not allowed at the time of incorporation. Still, assigning all shares to one shareholder after the company’s registration in the National Public Registry is possible.
  Regarding the corporation’s management, there are three legal entities in the company: The shareholders meeting, the Board of Directors, and the supervisory entity. The Shareholder Meeting is the main organ comprised of the stockholders, which could be the common stockholders or privileged shareholders. Ordinarily, the Meeting meets once a year, and extraordinarily, as the need arises.
• It is important to note that the shareholders can be foreigners, and there is no need for a Costa Rican on the board of directors.
• For the Board of Directors, a minimum of 3 people is required: President, Secretary, and Treasurer. Depending on the term of the appointment, the positions on the board of directors can be renewable.
• Any company in Costa Rica must be incorporated before a notary public who will draft the articles of incorporation and then be registered before the Public Registry.

This company is suitable for carrying on international business.

Sociedad de Responsabilidad Limitada (LTDA – S.R.L.)

What is an LTDA.?

An LTDA company, also knows as Sociedad de Responsabilidad Limitada (SRL), is a limited corporation in Costa Rica. It is a popular business organization for the country’s small and medium-sized enterprises (SMEs).

The LTDA company is a legal entity independent of its owners or shareholders. It provides limited liability protection to its owners, meaning that they are not personally responsible for the company’s debts or legal obligations beyond the amount of their investment in the company.

The company’s management is carried out by one or more administrators who the shareholders appoint. The administrators can be shareholders or third parties responsible for managing the company’s affairs, making decisions, and representing the company in legal matters.

One of the main advantages of establishing an LTDA company in Costa Rica is the ease of administration and operation. It has a simplified structure compared to other types of companies, with fewer legal requirements and formalities to comply with.

Another advantage is the limited liability protection provided to the shareholders; this means their assets are protected in case of the company’s legal or financial issues.

The advantage of a limited liability company is that it has almost the same characteristics as a corporation. Regarding the independence of its assets, it works the same as a corporation. Forming a limited company requires a minimum of two quota holders (called cuotistas), and the company capital can later be transferred to one person. Its management only requires a manager, although a sub-manager may also be designated.

In conclusion, an LTDA company is a popular choice for SMEs in Costa Rica, offering limited liability protection and a simplified structure for management and operation. It is important to consult with legal and financial experts before establishing an LTDA company to ensure compliance with all legal requirements and to make informed decisions regarding the company’s administration and operation.

This company is suitable for carrying on international business.

How Does an LTDA.?

All sorts of business may be conducted. Its structure is used for businesses of a smaller dimension than that of an S.A. The L.T.D.A.’s Manager is the company’s representative with the full power of attorney, although it is possible to appoint several Sub-managers.

Incorporation of an LTDA.

To establish an LTDA company in Costa Rica, there must be at least two quota holders. These quota holders can be individuals or legal entities. The company’s capital is divided into equal parts, represented by quotas. Once the company has been duly set up, the distribution of the percentages must be issued by certificated quotas, where the name of the quota holder must be specified.

Remember that in a limited company, the social capital is represented by registered shares called quotas.

It is required to define the number of quotas making up the corporate capital and their distribution. There always exists a preemptive right towards other shareholders that must be respected when shares are going to be transferred to someone else.

Differences between an S.A. and an LTDA.

Organization and Management

A corporation called S.A. has a Board of Directors composed of at least three people: President, Secretary, and Treasurer. In an LTDA company, management is conducted by one person called the Manager or by any designated people who facilitate its organization.

Representation of Social Capital

In an S.A. corporation, the corporate capital is divided into shares. In an LTDA company, these are called quotas.
In an S.A. corporation, shares can be transferred freely using an endorsement. In an LTDA company, quota transfer is more restricted and is carried out through assignment. The general assembly must approve all the assignments to a third person of quota holders, and this must be done through the quota assignment agreement.

Differences in terms of legal books.

An S.A. corporation must keep three legal record books (Minutes of the General Meeting, Register of Shareholders, and Minutes of the Board of Directors). An LTDA company, which lacks a board of directors, must keep only two record books (Minutes of the Quota Holder Meetings and Quota Holder Registry book).

Supervision.

Supervision of an S.A. is the duty of a Supervisory Director (in Spanish: fiscal), whose position is entirely independent of the Board of Directors, whereas a limited liability company is subject to self-inspection, meaning that the Shareholders Meeting is in charge of this duty. In an LTDA company, there is a lack of supervision.

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