- Carta-poder no longer works for assembly representation: the 2026 reform removed the old references and now recognizes representation through a General, Generalísimo, or Special Power of Attorney.
- Special Power of Attorney is now the practical route for assembly representation: if another person will appear and vote on behalf of the Legal Representative or shareholder in an assembly, the representation should be granted through a Special Power of Attorney, not a simple letter of authorization.
- Public deed rule for registrable effects: when the Special Power of Attorney is used for an act capable of producing registry effects, it must be executed in public deed. In that case, registration of the power itself is not required.
- Signed abroad: if the Special Power of Attorney is signed outside Costa Rica, it should be apostilled (or legalized, if applicable) before use in Costa Rica.
- Prior carta-poder documents are preserved: the transitory provision protects letters of authorization issued before publication of the reform, so they remain valid for their prior legal effects.
- UBO compliance remains strict: filing deadlines, registry restrictions, and exposure to fines continue to apply under the UBO / RTBF framework.
Circular DPJ-002-2026 still matters for the UBO filing route and the registry treatment of compliance proxies. However, after the 2026 commercial reform, assembly representation itself should no longer rely on a carta poder. In practice, for assemblies that will approve UBO-related acts, appoint proxies, or adopt corporate resolutions, the safer and updated route is to use a Special Power of Attorney, and if executed abroad, to use an apostilled document.
Table of Contents:
- 2026 Update: Circular DPJ-002-2026 + Legislative Reform
- End of the Carta-Poder and Rise of the Special Power
- Assembly Representation and UBO Compliance
- Exemptions for Non-Compliant Entities
- Strict Filing Deadlines for 2026
- Obligated Entities & UBO Identification
- Protocol for Foreign Investors & Apostilled Powers
- Sanctioning Regime & Fines
- Frequently Asked Questions (FAQs)
1. 2026 Update: Circular DPJ-002-2026 and the New Legislative Reform
Costa Rica’s corporate compliance landscape now has two layers that must be read together. On the one hand, Circular DPJ-002-2026 clarifies registry criteria related to the UBO / RTBF filing process and the registration of compliance powers. On the other hand, the new Law for the Harmonization of the Commercial Code and the Strengthening of the Special Power of Attorney modernizes assembly representation by removing the old operational reliance on the carta poder and expressly recognizing the Special Power of Attorney in Articles 98 and 146 of the Commercial Code.
Legal and Regulatory Framework:
- Commercial Code, Articles 98 and 146: partners and shareholders may vote or be represented at meetings and assemblies personally or through a General, Generalísimo, or Special Power of Attorney.
- Civil Code, Article 1256: if a Special Power of Attorney is granted for an act or contract capable of producing registry effects, it must be executed by public deed, and it does not need to be registered.
- Law No. 9416 & Art. 84 bis of the Tax Code: persistent non-compliance with the UBO Registry prevents the issuance of legal standing certificates and blocks registrations in favor of the non-compliant entity.
- UBO Regulations (Executive Decree No. 44390-H), Arts. 5 and 34: the responsible filer is the legal representative with a valid Costa Rican Digital Signature, with specific exceptional routes for compliance and registration.
- Joint Resolution MH-DGT-RES-0020-2024 / DG-336-2024: establishes the operational filing rules, deadlines, and compliance mechanics for the UBO declaration.
2. End of the Carta-Poder: Why the Special Power of Attorney Now Matters More
The 2026 reform is important because it does more than clean up old wording. It definitively removes the historical references to the carta poder and confirms a safer legal tool: the Special Power of Attorney. This is especially relevant in the corporate world, where representation in assemblies may affect appointments, resolutions, and acts that later generate registry consequences.
- A carta-poder was weak in formal terms: it could be issued on simple paper and lacked the solemnity of a notarial act.
- The Special Power of Attorney is more reliable: the notarial intervention provides authentication of signature and content, adding legal certainty to representation.
- Representation is a delicate corporate act: when a proxy appears in an assembly, votes, or approves a resolution that may later affect the Registry, a more rigorous instrument is essential.
- The reform harmonizes the Commercial Code: Articles 98 and 146 now expressly admit the Special Power of Attorney, aligning corporate practice with modern representation standards.
- There is a transitional shield: carta-poder documents issued before publication of the new law remain valid under the transitory rule.
For international clients, this reform is highly practical: if the shareholder, director, or legal representative is outside Costa Rica and someone else must appear in the assembly on their behalf, the recommended route is now a Special Power of Attorney signed abroad and duly apostilled, instead of a simple authorization letter.
3. Assembly Representation and UBO Compliance: How Both Rules Work Together
Many companies confuse representation inside the assembly with the later UBO filing route. They are related, but not identical. The safest approach in 2026 is to separate both stages clearly:
A) Representation in the shareholders’ or partners’ assembly
- New baseline rule: if another person will attend and vote on behalf of a shareholder or Legal Representative in the assembly, use a Special Power of Attorney, not a carta poder.
- Public deed when registry effects may arise: if the corporate resolution may produce registry effects, the Special Power of Attorney should be granted by public deed.
- No registration of that special power is required: when Article 1256 applies, the power operates through the public deed itself.
- Transitional scenario: old letters of authorization issued before the new law continue to produce their legal effects under the transitory provision.
B) UBO / RTBF filing route after the corporate resolution
- Circular DPJ-002-2026 remains relevant: it continues to guide the Registry’s treatment of UBO compliance proxies, exemptions, and registrations.
- Corporate minutes still matter: the assembly can adopt the necessary corporate approvals to facilitate compliance, but the representation of absent participants should now be documented with the correct Special Power of Attorney.
- Best practice: first secure valid representation in the assembly, then issue the corporate resolution, and finally complete the UBO filing under the applicable operational rules.
4. 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. However, Circular DPJ-002-2026 establishes exemptions / safe harbors that allow specific corrective registrations needed to restore compliance.
- Death of the legal representative.
- Vacant position or expiration of the registered term.
- Person with a registered legal safeguard.
- Foreign nationals: where the notary certifies that the applicable circumstances prevent the foreigner from obtaining a Costa Rican digital signature.
- Appointment of a liquidator.
- Judicial headquarters documents: the exemption can operate regardless of the condition of the representative to be revoked.
- Compliance-driven registrations: where the filing is exclusively aimed at re-enabling the entity’s UBO compliance route.
Partial Registration: if the public deed includes other corporate acts and the company has a non-compliant defect, the corrective or enabling act may be processed first so the entity can later complete the rest of the pending corporate registrations.
5. UBO Filing Deadlines for 2026
The deadlines remain strict and should be monitored carefully, especially where assemblies, apostilled powers, or foreign signatures create longer preparation times.
- Annual Ordinary Declaration: filed during the month of April every year.
- 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.
- Corrections and extraordinary updates: once filed, subsequent changes must be made through the applicable corrective or extraordinary declaration route.
6. Obligated Entities and Ultimate Beneficial Owners (UBOs)
Tax transparency in Costa Rica is not optional. Legal structures must report their ownership and control chain, including:
- Commercial companies: S.A., S.R.L., civil companies, and inactive corporations.
- Trusts: declared through their trustees under the applicable compliance rules.
- Associations and foundations: when covered by the transparency framework.
Who is the Ultimate Beneficial Owner (UBO)?
The 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, can be traced through the ownership chain to the final natural person.
7. Protocol for Foreign Investors, Apostilled Powers, and Trustees
For foreign investors and directors outside Costa Rica, the 2026 reform is highly relevant. If the person who should appear in the assembly cannot be physically present, representation should now be documented by Special Power of Attorney. When that instrument is signed outside Costa Rica, the practical rule is to use an apostilled power of attorney so it can be accepted locally with proper formal validity.
This is particularly important in U.S., European, and Panama-related structures where corporate groups often centralize signatures abroad. At AG Legal, we coordinate assembly logistics, drafting, apostille review, notarial implementation in Costa Rica, and the final UBO filing strategy under the current corporate and registry framework.
Attention Trustees: trust structures require a careful review of who may validly act and sign. Where the trustee or foreign fiduciary must grant representation for an assembly or UBO-related corporate act, the safest route is to align the file with a properly notarized or apostilled Special Power of Attorney, depending on where the document is executed.
8. Sanctioning Regime: 2026 Fines and Corporate Risk
Non-compliance generates immediate financial, registry, and reputational risks. In practice, failing to update representation documents correctly can also delay corrective assemblies and postpone the UBO filing, increasing exposure.
| Sanction & Consequence | Technical and Legal Details |
|---|---|
| Pecuniary Fine (Financial) | 2% of gross income, with the legal minimum and maximum thresholds established by the applicable tax framework. |
| Corporate Registry Closure | Inability to issue legal standing certificates or register documents in favor of the non-compliant entity. |
| Bank / SUGEF Blockade | Operational difficulties and financial restrictions may arise when the entity remains non-compliant. |
| Corporate Delay Risk | Using an outdated carta-poder model can trigger rework, delay assemblies, and postpone UBO remediation or registry filings. |
9. Frequently Asked Questions (FAQs) – UBO 2026 and Special Powers of Attorney
Can I still use a carta-poder so someone represents the Legal Representative in a shareholders’ assembly?
For current practice, that is no longer the recommended or updated route. After the 2026 reform, assembly representation should be structured through a Special Power of Attorney or another expressly recognized power, not a simple carta-poder.
Does the Special Power of Attorney have to be registered in Costa Rica?
Not necessarily. If it is granted for an act or contract with registry effects, the relevant rule is that it must be executed by public deed, and registration of the power itself is not required.
What if the power of attorney is signed outside Costa Rica?
If the Special Power of Attorney is signed abroad, the practical rule is to use an apostilled document before implementing it in Costa Rica. This is especially important for foreign investors and overseas corporate groups.
Are old carta-poder documents automatically invalid?
No. The transitory provision protects letters of authorization issued before publication of the new law, so they continue to produce their corresponding legal effects.
What happens if my company is marked as “Non-Compliant” in the Registry?
The system may generate an automatic defect, but the UBO framework includes exemptions that can allow corrective registrations needed to restore compliance and move forward with the filing route.
What are the filing deadlines for the UBO Registry in 2026?
The ordinary declaration is filed in April. Newly incorporated, transformed, or merged companies must also comply within the applicable 20 business day window.
Do inactive corporations still need to file the UBO declaration?
Yes. Inactive corporations are still part of the compliance universe and should not assume they are exempt from the UBO reporting obligation.
Protect Your Corporate Structure with AG Legal
The rules changed. A simple carta-poder is no longer enough for current assembly representation, and UBO mistakes can lead to blocked registrations, sanctions, and costly delays. We draft your Special Powers of Attorney, coordinate apostilles, prepare assembly minutes, and implement the full UBO compliance strategy in Costa Rica.
Phone: (506) 2257-0006 | Email: info@aglegal.com