Category: Commercial Law

Registry of Shareholders in Costa Rica

Jun 5, 2025 | Commercial Law

Registry of Shareholders in Costa Rica: 2025 Legal Guide for Companies

The Registry of Shareholders in Costa Rica is a mandatory annual disclosure for all active legal entities, overseen by the Central Bank of Costa Rica, under Law No. 9416. It verifies shareholder identity and ownership via the Central Directo platform.

📌 What Is the Registry of Shareholders?

This registry (RTBF) collects and verifies identities and ownership percentages of shareholders and ultimate beneficial owners (UBOs) through the Central Directo platform.

Who Must File?

  • Corporations (S.A.) and Limited Liability Companies (S.R.L.)
  • Branches of foreign companies
  • General and limited partnerships
  • Trusts and private legal entities registered with the National Registry

When to File in 2025

  • Annual Filing: April 1 – April 30, 2025
  • First-time filing: Within 20 business days from registration
  • Ownership changes: Within 15 business days

Penalties for Non-Compliance

Fines may reach up to 2% of gross income (minimum 3 base salaries, max 100 salaries). Non-compliance restricts corporate certifications and legal standing.

⚠️ Important for Foreign Investors

Companies with foreign shareholders or complex structures must disclose Ultimate Beneficial Owners (UBO). Legal guidance is strongly recommended for compliance.

How AG Legal Can Help

Visit our Corporate Law Services for:

  • ✔️ Shareholder and UBO analysis
  • ✔️ Legal digital signatures (Firma Digital)
  • ✔️ Filing via Central Directo platform
  • ✔️ Legal representation through Power of Attorney

📋 Ready to File Your Registry of Shareholders?

Let our legal experts handle your filing quickly, accurately, and securely.

📞 Contact Us Now

Company Name in Costa Rica: Key Changes Law 10729

Jun 3, 2025 | Commercial Law

📌 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

🔙 Before 🔜 After
Registering a company name was optional. Company name is no longer required for S.A. or S.R.L.
Name had to be unique and checked for duplicates. Companies are identified by a corporate ID number.
Publication in La Gaceta was mandatory. No edict publication is required.

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

💬 Frequently Asked Questions about Company Name in Costa Rica

Is a company name required to register a business in Costa Rica?

No. Since May 30, 2025, company names are no longer required for S.A. or S.R.L. registrations in Costa Rica. A corporate ID number is now used as the legal identifier.

Can I still use a company name in Costa Rica?

Yes. You can still register a commercial name with the Intellectual Property Registry to protect your brand legally and strategically.

Do I need to publish an edict in La Gaceta?

No. If you don’t use a company name, the edict publication is no longer required, saving time and money during incorporation.

Who is still required to use a company name?

Entities regulated by special laws (like banks) and foreign branches must still include a legal company name under the Commercial Code.

What happens with companies registered before May 2025?

Companies already in process before May 30, 2025, are governed by the previous law. No modifications are required unless changes are made.

🤝 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 Costa Rica: Law 10.597

Jun 2, 2025 | Commercial Law

📬 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

📩 Need help with your company’s email registration?

Our legal experts will handle the entire process and ensure your business complies with Costa Rican law.

Contact AG Legal

Free Trade Zone Costa Rica: Understanding the Benefits & Insights

Mar 7, 2025 | Commercial Law

Free Trade Zone Costa Rica: A Comprehensive Guide for Investors

Costa Rica’s Free Trade Zone (FTZ) system offers a highly attractive investment environment for businesses, with tax exemptions, streamlined procedures, and global competitiveness. This guide answers the most important questions for those considering the FTZ regime in Costa Rica.

Click to display the information:

Understanding the Free Trade Zone Regime in Costa Rica

Costa Rica’s free trade zone regime is a government initiative designed to attract foreign investors by offering businesses tax exemptions and incentives to encourage economic growth. Managed by PROCOMER (Costa Rican Foreign Trade Promoter), this regime provides companies with tax advantages and investment incentives to promote competitiveness.

Applicable to industrial parks, service sectors, and manufacturing companies that meet compliance criteria.

Frequently Asked Questions about Free Trade Zone in Costa Rica

What are the main investment thresholds?

Investment requirements depend on your business sector. PROCOMER typically requests minimum fixed asset investments, number of employees, and annual revenue projections. Requirements vary depending on whether the company is located inside or outside the Greater Metropolitan Area (GMA).

Can I export services from the Free Trade Zone?

Yes. Services such as software development, consulting, call centers, and shared service centers (BPO) can operate within the FTZ and export their services globally, enjoying the same tax exemptions as product exporters.

Are there environmental compliance requirements?

Yes. Companies must comply with Costa Rica’s national environmental laws. This includes obtaining environmental permits (SETENA) depending on the type and size of the operation, particularly for industrial or manufacturing activities.

How long does it take to join the Free Trade Zone Regime?

The approval process through PROCOMER can take between 3 to 6 months, depending on the completeness of your application, investment documentation, and pre-approval steps with other government institutions.

Are there FTZ benefits for small or medium businesses?

Yes. SMEs that export a percentage of their services or goods can benefit from the Free Trade Zone regime, especially if located outside the GMA. The Costa Rican government provides additional incentives for rural and non-metropolitan zones.

Can I own the property where my FTZ company operates?

Yes. You can own or lease the real estate where your company operates. However, FTZ companies must be physically located in authorized industrial parks or designated Free Trade Zone areas approved by PROCOMER.

Inactive Companies Income Statement

Jan 16, 2025 | Commercial Law, Taxes

Inactive Companies Statement for Costa Rica — How to File Form D-101

Inactive Companies Statement for Costa Rica

The Inactive Companies Statement in Costa Rica is submitted using the Simplified Income Tax Return (Form D-101) through the Ministry of Finance’s Virtual Tax Administration (ATV). The simplified form was made available as of January 1, 2022 and covers the applicable fiscal periods designated by the Tax Authority.

Quick step-by-step (copy-paste checklist):

  1. Confirm registration code: verify your company is registered under activity code 960113 (inactive companies).
  2. Update legal data: ensure legal representative and tax address are current at the National Registry and RUT/ATV.
  3. Value assets: list and update market/value of assets (real estate, vehicles, shares, bank positions).
  4. Access ATV: log in to the ATV portal and choose Form D-101 (Simplified Income Tax Return).
  5. Complete & submit: fill the form, attach supporting figures and submit before the applicable deadline.

Professional accounting/legal assistance is recommended to ensure correct valuations and avoid penalties.

Inactive Companies Statement for Costa Rica — Detailed Step-by-Step

1. Who must file?

Companies that are legally constituted in Costa Rica and do not carry out income-generating economic activity — typically registered under activity code 960113 — must file the simplified return.

2. Legal basis (brief)

The obligation to declare is part of the broader tax reforms and rules introduced with the fiscal-strengthening reforms; the Tax Authority and Ministry of Finance issued guidance and the simplified form to collect information from inactive entities.

3. Preparatory checklist (what to gather before you file)

  • Legal representative’s full name, ID and email / contact info.
  • Registered tax address and confirmation it matches the National Registry records.
  • Complete list of assets (real estate, vehicles, shares, bank balances) and updated valuations as of the reporting date.
  • Basic accounting summary or balance sheet for the periods required (the simplified Form D-101 will request summary figures).
  • Access credentials for the ATV system (create or confirm your user if needed).

4. Filing procedure (step-by-step)

  1. Verify registration & status: confirm the company is registered under code 960113 or the proper RUT entry.
  2. Update records: if needed, update the legal representative and tax address in the National Registry and on ATV.
  3. Prepare valuation support: obtain market values, appraisal reports (if available) or accounting records that justify asset values.
  4. Log in to ATV: access https://www.hacienda.go.cr/ATV and select Form D-101 (Simplified Income Tax Return).
  5. Complete the D-101: enter the required summary data for the indicated fiscal periods, attach explanations or supporting docs as applicable.
  6. Submit and save confirmations: submit the return and download/keep XML or PDF confirmation and submission receipt.
  7. If applicable, follow up: if the Tax Authority requests additional information, respond promptly to avoid penalties.

5. Deadlines and special notes

The simplified D-101 form was made available for filing beginning January 1, 2022 and subsequent guidance or extensions have been published by the Ministry of Finance — check ATV or official releases before filing.

6. Distinction vs other returns

Filing the simplified D-101 does not automatically replace other fiscal obligations (e.g., municipal taxes, annual real estate declarations, or other informational forms such as D-195 when required). Check the specific resolution text and guidance to confirm which forms apply to your situation.

7. Recommended support

We recommend working with a Costa Rica-based accountant and/or tax lawyer for valuation methodology, correct coding (960113) and to confirm whether your entity needs only D-101 or also a D-195 for any given fiscal period.

Need assistance? Contact AG LEGAL for full support completing and submitting the Inactive Companies Statement (Form D-101) through ATV.


 

Starting a Business in Costa Rica: Tips and Steps

Nov 5, 2024 | Commercial Law, General

Company Formation · Costa Rica

How to Start a Business in Costa Rica – Complete Legal Guide (2025)

Starting a business in Costa Rica is a smart move for entrepreneurs targeting the U.S.–LatAm corridor. With political stability, strong rule of law and FTA access, Costa Rica is a prime destination for company registration, business licenses and nearshore operations. AG Legal has guided hundreds of foreign founders through incorporation, tax, social security and banking—end‑to‑end. Schedule a Consultation

Why Choose Costa Rica for Your Business?

  • Strategic location: access to North & South America; ideal for U.S. investors and nearshoring.
  • Political & legal stability: reliable courts and pro‑business regulatory environment.
  • Sustainability leadership: great fit for eco‑tourism, renewable energy, agtech.
  • Talent & FTAs: bilingual workforce; trade access to U.S., EU and Asia.

Business Structures: S.A. vs SRL (LTDA)

Sociedad Anónima (S.A.)

  • Corporation with limited shareholder liability.
  • Flexible for boards, investors and complex share structures.
  • Good for larger or growth‑oriented operations.

Sociedad de Responsabilidad Limitada (SRL / LTDA)

  • Limited liability company; simpler governance.
  • Common for SMEs and new entrants.
  • Ownership via quotas; straightforward compliance.

Foreign Investors & Immigration

Foreigners may own 100% of a Costa Rican company. Residency isn’t required to own, but is required if you will work in the company. AG Legal supports:
  • Residency / work authorization pathways for founders and executives.
  • Corporate governance, registered address and compliance.
Can I run the business from the U.S. while I set up?
Yes. Many clients start remotely and apply for residency once operations begin. We structure representation so your company can function from day one.

Municipal Business License (“Patente”)

  1. Submit: incorporation docs, corporate tax ID, zoning/health permits if applicable.
  2. Sector permits: e.g., restaurants (health & safety), construction (engineering boards), tourism (ICT).

Open a Corporate Bank Account

You will typically need: company formation documents, corporate tax ID and valid identification. Through partners (e.g., Banco de Costa Rica), we coordinate KYC/AML to expedite onboarding.

Taxes & Social Security (CCSS)

Companies pay corporate income tax (tiered by revenue) and must contribute to the Costa Rican Social Security Fund (CCSS). Our sister firm AG BPO Services manages accounting, payroll and filings for full compliance.

Opportunities & Challenges

Opportunities: tech & shared services, eco‑tourism, renewable energy, specialty agriculture, medical devices. Challenges: permitting timelines, documentation standards and higher operating costs relative to neighbors—mitigated by stability, talent and legal certainty.

Frequently Asked Questions

How long does company registration in Costa Rica take?
Most incorporations can be structured in a few business days once documentation is complete. Sector permits and municipal licenses can add time depending on activity and location.
Do I need to be in Costa Rica to incorporate?
No. With proper powers of attorney and notarizations, we can complete most steps remotely and schedule in‑country tasks when convenient.
Which is better: S.A. or SRL?
SRL (LTDA) is simpler for SMEs; S.A. offers more flexibility for boards/investors. We recommend based on ownership, governance and financing plans.

Start Your Business in Costa Rica with AG Legal

Whether launching a startup or a U.S. subsidiary, our team handles company formation, tax, CCSS, licensing and banking. Speak with our corporate experts today. info@aglegal.com

Reinstaling of dissolved companies

Aug 1, 2022 | Commercial Law, Taxes

🧾 Reinstating Dissolved Corporations in Costa Rica (Law 10255): Complete Legal Guide

On May 31, 2022, Costa Rica enacted Law No. 10255, published in the Official Gazette (La Gaceta No. 100), introducing a legal process for the reinstatement of dissolved corporations. The purpose is to reactivate commercial entities and stimulate the national economy by allowing previously dissolved companies to recover their legal status.

✅ Who Can Reapply for Reinstatement?

According to Law 10255, corporations that were dissolved under the following conditions are eligible to apply for reinstatement:

  • Dissolution due to non-payment of the Legal Entities Tax
  • Expiration of the company’s legal term as per Law No. 9428
  • Expiration defined in the company’s articles of incorporation (Article 201, Commercial Code)

The request must be submitted within three years from the official date of dissolution through the National Registry’s Department of Legal Entities.

📋 What Are the Requirements?

  • All outstanding taxes, penalties, interests, and legal obligations must be paid in full.
  • The request must be submitted by the corporation’s legal representative.
  • Corporations must also comply with Law No. 9416 (Anti-Tax Fraud Law), by submitting the Ultimate Beneficial Ownership Declaration within 2 months of reinstatement.

⚠️ How Does This Differ from the 2017 Reinstatement Law?

Unlike the 2017 reinstatement window, which required all tax arrears to be settled by December 15, 2017, Law 10255 does not impose a specific deadline for repayment. This makes reinstatement more flexible and accessible to a broader range of dissolved companies in Costa Rica.

Need Legal Assistance to Reinstate Your Corporation in Costa Rica?

Our legal experts at AG Legal can guide you through the reinstatement process, handle filings, settle outstanding taxes, and restore your legal status in full compliance with Costa Rican law.

Contact AG Legal Today