New Digital Obligations And Name Change In Costa Rica
Our lawyers in Costa Rica, experts in the Corporate and Commercial Law areas, share this article on two major legal reforms that entered into force in June 2025, aimed at modernizing the corporate framework applicable to legal entities in the country.
Both measures, now fully in force, impose concrete obligations on both newly formed companies and already registered legal entities. It is therefore essential for entities to evaluate their current status and take the necessary actions to comply with the new legal requirements within the established deadlines.
The first reform, introduced through Law No. 10.729, modified the legal identification regime for capital companies, namely Corporations (S.A.) and Limited Liability Companies (S.R.L.). As of June 2nd, 2025, newly incorporated companies of this type can no longer choose a corporate or trade name. Instead, they will be identified solely by the corporate identification number automatically assigned by the Registry of Legal Entities of the National Registry at the time of incorporation. This number has become their exclusive means of legal identification. As a result, the obligation to include a name in the articles of incorporation has been eliminated, as has the need to reserve names or verify similarities to avoid registration rejections.
This provision is not retroactive. Companies incorporated before the effective date of the law will retain their name or corporate designation as recorded in the public registry. However, the only permissible change to the name is to substitute it with the corporate identification number, should the company opt to do so. Furthermore, the reform does not apply to entities governed by special laws—such as cooperatives, state-owned companies, associations, or foreign branches—which continue to be governed by their respective regimes.
The legislative motive behind this change was the loss of functional and distinctive value in corporate names, which had ceased to fulfill their identifier purpose effectively and had become a common source of registration delays, rejections, and additional costs. Under the new model, if a company wishes to operate commercially under a visible name different from its corporate identification number, it must register that name as a trade name with the Intellectual Property Registry in accordance with Law No. 7978. In line with this framework, Article 245 of the Commercial Code was also amended, establishing that companies must register their trade name or commercial name in order to benefit from the protection of the Trademark Registry..
The second reform, also effective as of June 4th, 2025, establishes that all Costa Rican entities, without exception, must register a unique and verifiable email address with the Registry of Legal Entities, which will serve as the official channel for receiving both administrative and judicial notifications. This obligation, in cases where companies have no legal representative residing in the country, replaces the resident agent figure due to the express repeal of subsection 13) of Article 18 of the Commercial Code.
For entities incorporated on or after June 4, 2025, the inclusion of this email address is mandatory from the moment of incorporation. In the case of entities already registered, the law provides a mandatory deadline until June 5th, 2026, to comply with this requirement. After that date, the National Registry will not process any filing related to entities that have not registered the corresponding email address. Notifications sent to the registered email address will be considered legally delivered, even if the entity does not open or read the message. This creates an implicit duty to ensure that the email remains active, updated, and regularly monitored.
In light of this new regulatory framework, it is advisable for entities to ensure the timely registration of their designated email address. It is worth noting that if this is the only change requested in the filing, no stamp taxes or duties apply. It is also recommended to use a reliable institutional email address, managed internally to ensure the effective and secure reception of all legally binding communications.
Likewise, for capital companies incorporated under the new regime without a corporate name, it is strategically advisable to register a trade name with the Intellectual Property Registry. This enables the business to adopt a visible and distinctive identity from the start of operations, helps avoid trademark conflicts, and contributes to building a solid commercial presence in an increasingly competitive and digital market environment.
These reforms, taken together, represent a significant shift in the legal and operational structure of legal entities in Costa Rica. They seek to harmonize registration procedures with international best practices, enhance legal traceability, and support the secure digitalization of official communications between the State and private entities.
Should you have any inquiries or require our services to comply with these new obligations, our experts in the area are at your disposal, please contact them at the following e-mail addresses:
Melania Dittel: melania.dittel@ariaslaw.com
Socia
Sebastián Solano: sebastian.solano@ariaslaw.com
Senior Associate
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.