Costa Rica UBO / RTBF 2026–2027: Who Must File, Who Can Sign and How to Prepare for April 2027
For many Costa Rican companies, the annual UBO Costa Rica filing — formally the Registro de Transparencia y Beneficiarios Finales (RTBF) — is straightforward until the legal representative is abroad, does not have a Costa Rican digital signature, the ownership chain changed, or the company is already marked as non-compliant. Those are the situations where an April deadline can turn into a corporate problem. This guide explains the rules that changed in 2026, the filing route that applies now, and what foreign-owned companies should start checking before the 2027 filing season.
Quick Answer
When is the Costa Rica RTBF filing due in 2027? Under the rules currently in force, the ordinary declaration is filed in April of each year. That means companies should plan around April 1–30, 2027, unless the authorities later issue a special extension or temporary rule. The ordinary filer is the legal representative. If that person does not have a valid Costa Rican digital signature, the current exceptional route is a registered generalísimo power granted to a natural person. A special power used for shareholder or quotaholder representation at an assembly is a different legal tool and does not, by itself, authorize the holder to submit the RTBF.
2027 planning note
As of September 2026, the standing rule remains an annual filing in April. We have not treated April 2027 as a special extension or a newly announced one-off date. Instead, this guide uses the current legal framework to help companies prepare early and should be updated if Hacienda, the ICD, the Central Bank or the National Registry publish a later 2027-specific measure.
2027 RTBF Readiness Check
Use this short check to see whether your company has an obvious filing, representation or timing issue to resolve before April 2027. It is a planning tool, not a filing confirmation or legal opinion.
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Practice Area: Corporate Law · Beneficial Ownership · Compliance
In This Guide
- What changed in 2026 and still matters for 2027
- Special powers and the end of the old carta-poder rule
- Assembly representation vs. RTBF filing authority
- Non-compliant companies and registry exceptions
- 2026 rules and 2027 filing deadlines
- Who must report and who counts as a UBO
- Foreign shareholders and representatives
- Sanctions and practical consequences
- How to prepare before April 2027
- Frequently asked questions
2026 update: Circular DPJ-002-2026 still shapes the 2027 filing route
The most important 2026 development was not a new ownership threshold. It was a clearer answer to a practical question that had become difficult for foreign-owned companies: who can actually submit the RTBF when the legal representative cannot file directly?
Under the standing framework, the legal representative remains the normal person responsible for supplying the information. When that representative does not have a valid Costa Rican digital signature, Article 7 of the Joint Resolution allows an exceptional route through a generalísimo power granted to a natural person and registered with the National Registry. Circular DPJ-002-2026 then clarified how the Registry should treat appointments and powers used to restore or enable RTBF compliance.
This matters beyond the declaration itself. If the company is already non-compliant, the same status can interfere with legal-standing certificates and registry filings. The practical objective is therefore not simply to “file in April,” but to make sure the person who needs to file will actually have the legal and technical ability to do so when the deadline arrives.
The rule we would check first for 2027
If the legal representative will still be outside Costa Rica or without a usable digital signature in early 2027, do not wait until the last week of April to discover whether the company needs a registered generalísimo. Representation is one of the easiest problems to solve early and one of the most inconvenient problems to discover after a filing becomes urgent.
The 2026 Commercial Code reform: what happened to the old carta-poder?
Law No. 10840 changed Articles 98 and 146 of the Commercial Code effective in March 2026. For ordinary company meetings and shareholder assemblies, the Code now expressly recognizes representation through a special, general or generalísimo power. The old general reference to a carta poder was removed, subject to the law’s transitional protection for documents granted before the reform.
That change is relevant to UBO Costa Rica compliance because a company may need an assembly to appoint a representative, authorize a corporate act or put a filing route in place. However, the reform did not turn every special power into authority to submit the RTBF. The document used to represent a shareholder at an assembly and the authority used to access and file in the RTBF are separate questions.
A shareholder abroad may use the appropriate power to be represented at an assembly. But if the person who will later submit the RTBF is not the legal representative, the filing authority must still fit the RTBF’s own rules. A special power for the meeting is not a shortcut around the generalísimo requirement used in the exceptional filing route.
Assembly representation and RTBF filing are two different legal steps
This is the point most likely to be misunderstood, especially when shareholders, directors and legal representatives are in different countries.
| Question | Current rule to keep separate |
|---|---|
| Who can represent a shareholder or quotaholder at an assembly? | Articles 98 and 146 of the Commercial Code now recognize special, general and generalísimo powers, with additional specific treatment for qualifying SMEs and agricultural producers. |
| Who normally files the RTBF? | The legal representative of the obligated entity, using the required individual digital signature. |
| What if the legal representative does not have digital signature? | The current exceptional route uses a registered generalísimo power granted to a natural person who can submit the declaration. |
| Does a special power for the assembly let that person file the RTBF? | No, not by itself. The RTBF filing authority must independently comply with the RTBF rules. |
For companies with foreign representatives, this distinction can save weeks of unnecessary back-and-forth. We normally look at the assembly authority, the registered corporate powers and the RTBF filing route together, but we do not treat them as the same document.
We handle the legal side — powers of attorney, assembly minutes, RTBF filing, registry coordination. AG BPO Services supports the ongoing corporate administration, accounting and annual compliance so the entity stays operational and current between filings. One conversation covers both.
What if the company is already marked as non-compliant?
RTBF non-compliance can create a circular problem: the company needs a corporate or registry action to restore the person who can file, but the Registry may also restrict filings in favor of a non-compliant entity. The current regulation and Circular DPJ-002-2026 contain exceptions designed to let certain corrective or enabling acts move forward so the company can return to compliance.
The important part is to identify which act is genuinely needed to restore the filing route. In some cases that may involve the appointment or replacement of a legal representative. In others, it may involve registering the generalísimo used for RTBF compliance. The Registry can require the notarial filing to make clear that the act falls within the RTBF compliance framework.
A company often discovers the RTBF problem when it needs something else immediately — a legal-standing certificate, a corporate registration, a bank account review or a transaction. If another project has a fixed date, the RTBF remediation should be handled as part of that timeline rather than as a separate administrative task.
RTBF filing deadlines: 2026 rules and April 2027 planning
The ordinary filing rule is annual and is not limited to 2026. Under the framework currently in force, the ordinary declaration is made in April of each year. That makes April 2027 the planning window for the next cycle unless a later official measure changes it.
| Situation | Timing to review | Why it matters |
|---|---|---|
| Ordinary annual declaration | April each year | For 2027, plan around April 1–30 under the current rule. |
| New registration or assignment of corporate ID | 20 business days under the current framework | A new entity should not assume it can simply wait for the next April cycle. |
| Transformation or merger resulting in a new corporate identity | Special 20-business-day timing may apply | The filing calendar can reset when the legal identity changes. |
| Material ownership or control change | Do not wait automatically for April | The extraordinary-declaration rules may require an earlier update when the 15% threshold or effective control changes. |
| Error in a declaration already submitted | Corrective declaration rules apply | A correction is different from simply waiting for the next annual filing. |
For 2027, the safest planning assumption is April — not because a special 2027 notice has already been issued, but because April is the standing annual rule. If a later official resolution changes that window, the article and the company calendar should be updated accordingly. For full annual compliance planning, use our Costa Rica Corporate Compliance Calendar.
Who must report and who counts as an Ultimate Beneficial Owner?
The RTBF framework covers Costa Rican legal entities and other structures required by Law No. 9416 and its regulations. For a typical S.A. or S.R.L., the practical task is to identify the natural persons who ultimately own or control the entity, even when the shareholder chain includes foreign companies or several layers.
The 15% ownership threshold remains a central reference point. A person can also be a beneficial owner through effective control even when the ownership percentage alone does not tell the whole story. That is why a simple list of direct shareholders is not always enough for a foreign-owned group.
A common foreign-investor problem
The Costa Rican company may be owned by a U.S., European or Panamanian company rather than directly by an individual. The RTBF analysis does not stop at that corporate shareholder. The ownership and control chain has to be traced until the relevant natural persons can be identified under the applicable rules. Companies involved in virtual assets should also be aware of their VASP regulatory obligations, which can intersect with the beneficial ownership analysis.
If you are still structuring the entity itself, use our Companies in Costa Rica guide. This UBO page assumes the entity already exists and focuses on beneficial ownership and the RTBF filing route.
Foreign shareholders, foreign legal representatives and documents signed abroad
Foreign ownership is not the problem by itself. The practical difficulty is usually coordination: the person with the corporate authority may be outside Costa Rica, the group documents may be foreign, and the person expected to file may not have access to a Costa Rican digital signature.
If an assembly is needed, the 2026 Commercial Code reform must be considered when deciding how an absent shareholder or quotaholder will be represented. If the later RTBF filing will be made by someone other than the legal representative, the separate generalísimo route must also be reviewed. Depending on the document and where it is executed, notarization, legalization or apostille requirements can become part of the timeline.
For foreign investors also considering immigration and residency in Costa Rica, the RTBF obligation of any company they own or control should be part of the broader corporate planning from the start.
If the legal representative is abroad and the company also needs a bank account, closing, corporate registration or investment transaction in early 2027, resolve the representation and RTBF path before those projects depend on it.
For banking specifically, see our Opening a Bank Account in Costa Rica guide. Banks carry out their own beneficial-owner review even when the company is current with RTBF. For tax implications on investment gains, our Capital Gains Costa Rica guide covers the current framework.
What happens if the company does not comply?
Article 84 bis of the Costa Rican Tax Code combines a financial sanction with practical registry consequences. The fine is based on 2% of gross income from the relevant prior profits-tax period, subject to a statutory minimum of three base salaries and a maximum of 100 base salaries.
The problem is not only the fine. Persistent non-compliance can prevent the National Registry from issuing legal-standing certificates or registering documents in favor of the entity. Notaries must also identify the non-compliant status in documents they issue for affected obligated entities.
| Consequence | Practical effect |
|---|---|
| Financial sanction | 2% of gross income, subject to the statutory minimum and maximum. |
| Registry restriction | Legal-standing certificates and registrations in favor of the non-compliant entity can be blocked. |
| Transaction delay | Banking, corporate changes, due diligence and closings can become more difficult when the company needs registry evidence or updated ownership information. |
How to prepare for the 2027 RTBF filing without waiting for April
A company that filed correctly in 2026 does not need to spend the rest of the year thinking about RTBF every week. But a short review before year-end can prevent the situations that are hardest to fix under time pressure.
1. Check whether ownership or control changed
If there was a transfer, restructuring, new controlling person or change around the 15% threshold, confirm whether an extraordinary filing should already have been made instead of assuming the change can wait until April 2027.
2. Confirm who will actually file
If the legal representative can use the required digital signature, the direct route is usually clearer. If not, review early whether the registered generalísimo exception needs to be put in place.
3. Resolve foreign-document and assembly issues before Q2
If shareholders or representatives are abroad, determine whether an assembly, power, apostille or other formal step is needed. These are manageable when planned in advance and expensive in time when discovered just before a bank, registry or closing deadline.
4. Treat April as part of the corporate calendar
For an ordinary existing company, put the April 2027 RTBF review alongside the other annual corporate obligations rather than handling it in isolation.
When is it worth having us involved?
A simple local company with an unchanged ownership structure and a legal representative who files directly may be comfortable handling the annual declaration without outside help.
Our involvement becomes more useful when the ownership chain is foreign or layered, the legal representative cannot file directly, the company is already non-compliant, a change in control has occurred, or another transaction depends on the company being current. In those cases, we focus on the part that creates the risk — ownership, authority, timing or registry remediation — instead of treating every case as the same filing.
How foreign nationals find us
AG Legal is listed on the U.S. Embassy in San Jose attorney list (PDF directory) and in the UK FCDO lawyer directory for Costa Rica. Foreign clients who need corporate compliance support — including RTBF, assembly and registry matters — frequently reach us through these consular references.
Inclusion in a government directory does not constitute an endorsement or recommendation by the U.S. or UK governments.
Is your company ready for the April 2027 RTBF filing?
Send us the basic structure, current filing status and whether there is a banking, closing or investment deadline ahead. We will map the compliance route and timeline.
TALK TO US ABOUT RTBF COMPLIANCEFrequently Asked Questions: Costa Rica UBO / RTBF 2026–2027
2027 filing and deadlines
- When is the RTBF declaration due in Costa Rica in 2027?
- Under the rules currently in force, the ordinary RTBF declaration is filed in April every year. Companies should therefore plan around April 1–30, 2027 unless the authorities later issue a special extension or temporary rule.
- If nothing changed since 2026, do I still have to file in 2027?
- Yes. The ordinary declaration is annual. The system may allow information from the prior filing to be preloaded, but the company still has to review, confirm or update the information and submit the new annual declaration.
- Can a newly incorporated company wait until April 2027?
- Not automatically. New registrations and assignments of a corporate ID can trigger a 20-business-day filing rule under the current framework, with special timing treatment when the event occurs during April.
Who can file
- Who is allowed to submit the RTBF for a Costa Rican company?
- The legal representative is the normal filer. When that representative does not have a valid digital signature, the current exceptional route allows a natural person holding a registered generalísimo power to submit the declaration.
- Can I use a special power of attorney to file the RTBF?
- A special power can be relevant for representation at a shareholders’ or quotaholders’ meeting, but it does not by itself replace the RTBF filing rule. The exceptional RTBF filing route uses a registered generalísimo power when the legal representative lacks digital signature.
- What if the legal representative lives outside Costa Rica?
- Living abroad does not change the ownership obligation, but it can affect the practical filing route. The company should confirm whether the representative can file directly or whether the generalísimo exception needs to be arranged before the deadline.
Ownership and non-compliance
- Who counts as a UBO in Costa Rica?
- The RTBF looks through the ownership and control chain to identify the relevant natural persons. A 15% ownership threshold is a key reference, and effective control can also make a person reportable even when ownership percentages alone do not tell the full story.
- Do inactive companies still have RTBF obligations?
- Yes. A company should not assume that inactivity removes it from the beneficial-ownership reporting framework. Its exact filing position should be checked against the current RTBF rules.
- What if the company is already marked non-compliant?
- The company may need a corrective route before ordinary corporate business can move normally again. Circular DPJ-002-2026 and the RTBF regulation include registry exceptions for certain acts needed to restore the company’s ability to comply.
- Can RTBF non-compliance affect banking or a closing?
- It can. Banks perform their own beneficial-owner review, while registry restrictions can affect legal-standing certificates and corporate filings. If a transaction has a fixed date, the RTBF status should be checked early.
- Can AG Legal guarantee that an RTBF filing will be accepted?
- No. The relevant authorities and systems apply the governing rules. Our role is to review the ownership, authority and supporting corporate position, prepare the appropriate legal route and reduce avoidable filing or registry problems.
Related guides
- Companies in Costa Rica: Complete Guide for Foreign Investors
- Investment in Costa Rica 2026: Market Entry Planner
- Opening a Bank Account in Costa Rica
- Costa Rica Corporate Compliance Calendar 2026 + 2027 Preview
- Free Trade Zone Costa Rica 2026: Eligibility Checker and Guide
- Capital Gains Tax in Costa Rica
- Crypto Travel Rule Costa Rica: What VASPs Need to Know
- Immigration Law Costa Rica: Residency, Work Permits and Visas
Official sources
- Ministry of Finance — current RTBF questions and answers, including annual April filing and digital-signature requirements
- Ministry of Finance — current RTBF legal framework: Law 9416, Decree 44390-H and Joint Resolution MH-DGT-RES-0020-2024 / DG-336-2024
- National Registry — Circular DPJ-002-2026
- Ministry of Finance — RTBF general guidance, beneficial-owner information and sanctions
- Costa Rican Legal Information System — Commercial Code text after Law No. 10840
- Costa Rican Legal Information System — Tax Code Article 84 bis sanctions
- Central Directo — Banco Central de Costa Rica filing platform
This article is for general informational purposes only and does not constitute legal, tax, banking or regulatory advice, nor does it create an attorney-client relationship. RTBF procedures, electronic filing requirements, administrative criteria and deadlines can be modified by later resolutions or official notices. The 2027 references in this article apply the rules in force as of September 2026 and should be verified again before filing.