Costa Rica | Key Corporate Obligations for 2026

Guillermo Sanabria, Senior Associate at ARIAS Costa Rica and expert in Corporate Law, presents this article on Key Corporate Obligations for 2026.

The beginning of a new year brings with it the renewal of the obligations to which commercial companies in Costa Rica are subject on an annual basis. In this article, we will guide you through the main corporate obligations applicable to your company and the most relevant changes for 2026.

The first of these duties is the Legal Entities Tax (Impuesto a las Personas Jurídicas). All commercial companies that are registered with the National Registry at the beginning of the year are subject to the payment of this tax, the amount of which depends on the company’s income. The deadline to pay this tax without penalties is January 31. Failure to do so will result in the accrual of late-payment interest, as well as the inability to contract with the State and to file documents with the National Registry. As a key change for this year, it is important to note that with the implementation of the Ministry of Finance’s TRIBU-CR system, it is no longer possible to pay this tax through the online banking platforms of commercial banks that previously offered this service. Online payment must now be made through the OVi platform, by entering the company’s IBAN account from which the amount will be debited, or alternatively, payment may be made in person at a branch of Banco de Costa Rica or BAC.

Next obligation is the Education and Culture Stamp Tax (Timbre de Educación y Cultura), which must be paid during the months of February and March each year and applies to all commercial companies registered at the National Registry. As with the Legal Entities Tax, payment must be made through the Ministry of Finance’s OVi platform.

However, not all obligations are tax-related. Pursuant to an express provision of the Commercial Code, Corporations (Sociedades Anónimas) and Limited Liability Companies (Sociedades de Responsabilidad Limitada) must hold at least one ordinary annual shareholders’ meeting within three months following the close of the fiscal year, that is, no later than March 31. Regardless of the size or structure of the company, this meeting must approve or disapprove of the report on the results of the completed fiscal year and decide whether to distribute profits. Failure to hold these meetings may give rise to disputes among shareholders and potential liability for directors or managers due to improper management of the company. It is essential to observe the legal and bylaw formalities when calling a shareholders’ meeting.

April marks the filing period for the annual declaration of the Transparency and Final Beneficiaries Registry, which must be submitted between April 1 and April 30. The main change compared to prior years is that the exception of allowing the company’s legal representative to grant a special power of attorney to a third party to file the declaration is no longer accepted. Instead, only the company’s legal representative holding a digital signature issued by the Central Bank may access the system and file the declaration. Exceptionally, if such representative does not have a digital signature, a General Power of Attorney holder (apoderado generalísimo) may submit the declaration. General Powers of Attorney must be registered at the Legal Entities Registry; therefore, it is advisable to verify whether these requirements are met or, alternatively, to arrange in advance for the appointment and registration of a General Power of Attorney for this purpose. Penalties for failure to file this declaration range from three to one hundred base salaries, depending on the company’s income tax return.

Finally, on June 5, the deadline expires for commercial companies to register an email address for the receipt of official notifications. It should be recalled that, as of December 2024, a legal reform established the mandatory requirement for commercial companies to have an email address registered for notification purposes. If this registration has not yet been completed, it is important to take this date into account, as after that deadline, if the company does not have a registered email address, it will be deemed automatically notified of any judicial or administrative matter.

Avoid exposing your company to these fines and sanctions by complying with these obligations in a timely and proper manner.

Preventive legal advice can help you navigate 2026 with proper corporate compliance. At Arias, we can support you with a corporate compliance assessment and assist you throughout the fulfillment of these obligations.

The information provided by ARIAS® is presented for informational purposes only. This information is not legal advice and is not intended to create, and does not constitute, an attorney-client relationship. Readers should not act upon this information without seeking advice from professional advisers.