Costa Rica UBO 2025: Who Can File & What Changed

Costa Rica UBO 2025: What Changed, Who Can File, and How to Stay Compliant (RTBF)

Many clients—especially with foreign directors or offshore shareholders—ask who can now submit the RTBF declaration and how to avoid penalties. This article summarizes the UBO 2025 changes, what “special POA exclusion” means in practice, how the generalísimo works, and the exact steps to keep your beneficial owner disclosure (Costa Rica) timely and correct.

Author: AG Legal • Reviewed by: Corporate & Tax Compliance Team • Updated: Oct 16, 2025

1) 2025 changes at a glance

• Special POAs excluded: Special powers are not accepted to submit RTBF/UBO. The filing must be done by the legal representative (LR) with a valid digital signature, or by a person under a general power of attorney (apoderado generalísimo) that is duly registered.
• “Generalísimo” accepted: A general power under Article 1253 of the Civil Code is acceptable, including when the LR lacks a digital signature, subject to formal registration.
• Continuity of annual cycle: The ordinary annual declaration window runs each April (common practice: Apr 1–Apr 30), plus updates when ownership changes.

Update on RTBF Filing Powers: Tribunal Ruling on the Temporary Injunction

By resolution of the Administrative Contentious Tribunal, the provisional precautionary measure granted on April 19, 2024—which had ordered the suspension of the third paragraph of Article 5 of Executive Decree No. 44,390-H, Regulation of the Transparency and Ultimate Beneficial Owners Registry (RTBF)—has been dismissed.

The relevant paragraph reads as follows:

“In exceptional and duly justified cases, the legal representative or equivalent may grant a general power of attorney (poder generalísimo) for the filing of the declaration before the RTBF. A General Joint Resolution, as provided in Article 15 of this Regulation, shall establish the procedure and conditions for the registration of such attorney-in-fact.”

Previous Temporary Regime

Until now, the Second Transitory Provision of the General Joint Resolution for the RTBF allowed, while the provisional measure remained in force, that a third party could file the declaration through a general, special, or generalísimo power of attorney, in accordance with the Civil Code, duly authenticated by a notary public.

Current Legal Effect

Following the Tribunal’s ruling, the granting of special powers of attorney for purposes of fulfilling RTBF obligations is no longer permitted.

Henceforth, only the legal representatives of the obligated entities may submit the corresponding declarations.

Exceptionally, a generalísimo attorney-in-fact may file the declaration only when the legal representative does not possess the certified digital signature required to access the RTBF platform.

In Summary

Until a final decision is issued to the contrary, only the legal representative—or, in exceptional circumstances, a generalísimo attorney-in-fact—is authorized to file declarations before the RTBF.

2) Who can file now (and who cannot)

3) Digital signature & residency considerations

The RTBF platform requires the filer to authenticate with a digital signature certificate issued by Costa Rica’s Central Bank. This credential is generally available to citizens and to foreign residents with DIMEX. If your company’s directors are abroad and lack a digital signature, granting a generalísimo to AG Legal is the most reliable path to ensure timely filing.

4) The “apoderado generalísimo”: scope, cost & registration

• Scope: A general power under Civil Code Art. 1253 authorizes broad acts of administration/representation. “General powers limited to a type of act” (Art. 1254) are not accepted for RTBF filing.
• Formality: Must be granted by public deed and registered with the National Registry. Once recorded, the attorney-in-fact may log in and file the RTBF on your behalf.
• Timing & cost: Inscription times are typically short; registration fees and notarial costs apply. Our team prepares the draft, coordinates signatures (on site or via consulate/apostille), and tracks the inscription until active.
• Alternatively, the fastest and most functional legal option for legal representatives outside the country without a Costa Rican digital signature is to hold a board meeting through a power of attorney (POA) to grant a ‘Poder Generalísimo’ to one of our AG Legal members. This must then be registered with the National Registry. Once registered, the UBO declaration can be generated.

5) RTBF timeline, penalties, and practical compliance

• Annual window: The ordinary declaration is typically filed during April each year. File updates promptly when ownership or control changes.
• Penalties & side effects: Non-compliance can lead to fines and operational blocks (e.g., hurdles in banking, registry or licensing processes) until rectified.
• Our approach: We maintain a single compliance calendar (RTBF, taxes, municipal, labor) so your filings remain synchronized and “transaction ready.”

6) How we file for you (step by step)

1. Diagnostics: Confirm current LR, board appointments, and signatories; identify whether a generalísimo is required.
2. Power setup: Draft the apoderado generalísimo deed, coordinate consular/apostille formalities (if abroad), and register it at the National Registry.
3. UBO data check: Collect ownership/control charts, ID/KYC for natural persons, and review trusts or multi-layer structures.
4. RTBF filing: Submit via LR’s digital signature or through the registered general attorney-in-fact; capture evidence and acknowledgments.
5. Ongoing compliance: Calendar annual April filings and event-driven updates; align with tax and corporate governance changes.

7) Frequently asked questions

Is a “special power of attorney” still valid for UBO filings?

No. For 2025 onward, special POAs are excluded. File via legal representative (with digital signature) or a registered apoderado generalísimo.

We don’t have a Costa Rican digital signature—what are our options?

Foreign directors without DIMEX cannot obtain the certificate. The practical solution is to grant a generalísimo so a trusted attorney can file in RTBF.

When is the annual deadline?

The ordinary annual filing window is commonly the month of April. We recommend preparing in Q1 to avoid last-minute issues.

Can AG Legal act as our general attorney-in-fact?

Yes. We draft and register the apoderado generalísimo, gather UBO data, and file the RTBF on your behalf—keeping your registry status in good standing.

8) Sources & official links

• Tirant Punto Jurídico – Circular DPJ-009-2025 on registering general powers (Aug 2025). Read
• Ministry of Finance – RTBF resources & reforms (2025). Read

Talk to our lawyers

Need to secure your 2025 and 2026 RTBF filing or appoint a general power of attorney quickly? We set up the apoderado generalísimo, gather UBO data, and file end-to-end—so your operations and banking remain smooth.

REQUEST A CONSULTATION

This content is informational and does not constitute legal or tax advice. Confirm current requirements with your attorney. For complex chains of ownership or trusts, additional documentation may be required.