Recent Regulatory Changes for Costa Rican Private Companies (SA and SRL): 2025–2026

Overview

Costa Rica has introduced significant legislative changes affecting its sociedad de responsabilidad limitada (SRL) and sociedad anónima (SA) during 2025–2026. Reforms address the registration of numbered companies, the mandatory notification of electronic addresses, beneficial ownership transparency, and the emerging regulatory framework for virtual asset service providers.

1. Law 10729 — Numbered Companies (June 2025)

Law 10729, entering into force in June 2025, overhauled the regime governing numbered companies in Costa Rica. All new companies must now use a distinctive corporate name. Existing numbered companies must migrate to a distinctive name within a 24-month transitional period, subject to an administrative fee waiver during the first 12 months.

2. Law 10597 — Mandatory Electronic Address Notification (June 2026 Deadline)

Law 10597 imposed on all SA and SRL entities registered with the Registro Nacional a mandatory obligation to notify the Registry of an active electronic address by 30 June 2026. The electronic address is used as the official channel for legal notices, tax notifications, and compliance communications. Failure to notify results in suspension of the ability to file registry documents and may lead to administrative dissolution.

3. RTBF — Beneficial Ownership Transparency Framework (Circular DPJ-002-2026)

Circular DPJ-002-2026 clarified that all SA and SRL entities with taxable activity must update their RTBF declarations annually by 30 April and upon any change in beneficial ownership within 15 days of the change. The beneficial owner threshold is any natural person holding more than 15% of shares or voting rights, or exercising effective control — lower than the 25% standard used in most jurisdictions.

4. Bill 22837 — Virtual Asset Service Providers (in progress)

Bill 22837, under active legislative review as of early 2026, proposes that SAs and SRLs operating as VASPs would require authorisation from SUGEF, compliance with AML/CFT rules adapted for crypto-assets, and registration in a national VASP registry. The bill has not yet been enacted.

Summary of Key Legislative Instruments